Puella Magi Hetalia Magica
by Ceilo
Summary: Italy lives his life as a weakling, and he's happy with that. At least, he is until a mysterious creature appears to offer him a contract. Soon, Italy is plunged into a world of magic and witches, and suddenly nothing is as simple or as easy as it ever was before.
1. Chapter 1

**Title: **Puella Magi Hetalia Magica

**Story Summary:** Italy lives his life as a weakling, and he's happy with that. At least, he is until a mysterious creature appears to offer him a contract. Soon, Italy is plunged into a world of magic and witches, and suddenly nothing is as simple or as easy as it ever was before.

**Rating:** T

**Story Warnings:** Genderbending, yaoi, violence

**Disclaimer:** Hetalia belongs to Himaruya Hidekaz, Madoka Magica to Magica Quartet

Enjoy!

It was a peaceful day. Birds chirped in the trees, leaves rustling with the slight breeze which was in the air.

"PASTAAAAAAAA!"

The sudden cry punctuated the calm atmosphere, ringing out from a large house tucked away from the nearest village. An auburn haired man dashed through the house, precariously holding a bowl of pasta in his hands as he ran into the study. A serious looking man was sat inside, busy signing papers. He glanced up as the other man came into the room.

"Ludwig, Ludwig, look! I made you pasta!" Feliciano smiled happily, his Italian accent loud and clear as he spoke, holding out the large bowl towards Ludwig. Ludwig sighed, running a hand over his slicked back hair in frustration.

"That's great but can't you see I'm working?" He asked, frustration evident in his voice. "I need to get this done."

Feliciano pouted, retracting the bowl of food, "But Ludwig, you've been working for ages! You need to take a break! We could eat pasta, and go out for a walk, and do loads of other things more interesting than work!" he started to hop from foot to foot, clearly impatient to get out of the office. Ludwig sighed again, frustration even more evident in his voice.

"Seriously Feliciano, I have to finish this! why don't you go eat pasta with Kiku or someone?" he snapped, German accent making the words seem even harsher. Feliciano's face dropped, and even the wayward curl on the side of his head seemed to droop. He was still shuffling from foot to foot, but rather than excitement, now he just looked awkward.

"...ok...if you're that busy..." he mumbled, eyes downcast. Hesitantly, he moved forward to deposit the bowl of pasta on Ludwig's desk, before leaving the room without argument. Shuffling down the stairs, he made his way out into Ludwig's garden, wandering around it in circles.

"Vee...I wonder if I just annoy Ludwig...he always seems to be working, and never wants to spend any time with me, even though I..." his rambling was suddenly interrupted by a flash of white just out of the corner of his eye, and he spun around to see a strange white creature, hovering at the edge of the garden. Feliciano perked up, wondering if it was another cat he would be able to play with.

"Veee, a cute kitty!" he exclaimed happily, running towards it. "What are you doing there kitty?" he crouched down a few feet away, stretching out his hand towards it. As the cat approached, he noticed it looked a little... different... to most cats. "Y-You're a kinda strange looking kitty, vee..." He jumped in surprise and even fell over when it started to talk.

"That's because I'm not a kitty. I'm Kubey!"

Feliciano sat there on the grass, not quite able to believe his ears. "Veee?" The creature continued, clearly unsurprised at Feliciano's reaction.

"And I want you to make a contract with me, and become a Puella Magi!"

Confused by the whole situation, Feliciano started babbling, not even noticing the last couple of words which should have been quite familiar to him. "Y-you can speak! a-and...a contract? Vee...Ludwig says I shouldn't talk to strangers...do strange kitties count as strangers?"

Kyubey just ignored him and carried on. "Will you make a contract with me? I can grant a wish for you in exchange, and then you can fight against witches for me as a Puella Magi!"

"F-fight? Ve..I'm no good at fighting, you don't want to make a contract with me!" Feliciano looked relieved, thinking his excuse was perfect. The creature would have no choice but to leave him alone if he couldn't fight like it obviously wanted him to.

Kyubey's smile remained fixed in place as he countered Feliciano's excuses easily. "That's fine!" he said happily, mouth not moving. "You automatically gain new knowledge on how to fight when you make the contract! And magical abilities that enhance your fighting even further!"

Feliciano was searching desperately for further excuses, when something suddenly occurred to him about the wording of Kyubey's request.

"Puella Magi...isn't that Latin? Grandpa Rome taught me some...wait, doesn't that mean Magic Girl? But I'm a boy!" True, he had crossdressed for a large portion of his life, but biologically...

But once again, Kyubey effortlessly countered his arguments.

"That doesn't matter. You would simply transform to fight witches, and then transform back when you finished fighting." Feliciano deflated at the creature's words. He had never been very good at saying no, and at this point his verbal fighting was even worse than his physical fighting.

"O-oh I see..." he mumbled, leaning back on his heels.

'_Well, it's not like I didn't used to get mistaken for a girl...or wear girl's clothing...maybe Ludwig would even prefer me as a girl? Not only that, but a girl who could fight!'_

"Maybe...I should..." he started out loud, starting to stand, when suddenly a strong voice rang out across the garden.

"Feliciano! Feliciano, where are you?" he called out, before spotting him crouched down beside Kyubey. "Oh, there you are." He rubbed the back of his neck sheepishly, face apologetic. "I... uh... I've finished my work and I thought, maybe... you might want to go for a walk or something...?" he finished awkwardly, taking a step towards Feliciano.

Feliciano perked up at the sound of Ludwig's voice, jolted from the daze his conversation with Kyubey had left him in. As Ludwig's words registered, a sunny smile spread across his face.

"L-Ludwig? You want to go out? Vee~ I'll be right there!" He rose to his feet, turning back only to flash Kyubey an almost triumphant expression on his face. "I don't need a wish. Ludwig will always be there to protect me, so there's no need for me to wish to get stronger!"

With that he ran back into the house, not even sparing Kyubey a glance over his shoulder. Dashing through the kitchen to find a coat, Feliciano paused as he noticed the empty pasta bowl beside the sink, remnants of sauce still inside it. Feliciano smiled softly at the sight, before darting out with his coat.

Soon he and Ludwig were strolling down the street. Well, Ludwig was strolling, Feliciano was clinging to his arm and finding it necessary to skip in order to keep up with the German's long strides. They were attracting plenty of attention, considering the odd sight they made together.

Feliciano was practically humming with happiness. "Vee, this is way more fun than training!" he exclaimed, clinging a little closer to Ludwig, who let out what was by now a well practised sigh.

"But training is vitally important if you're going to get stronger and not be depending on me and Kiku all the time..." Ludwig trailed off, suddenly glancing to the side. Feliciano blinked in confusion, following his gaze to a building just to the side of them. Something was wrong with it, a strange pulsing coming from the wall and at the centre, a blackened object. "Hey, Feliciano, look at this," Ludwig muttered, slowly approaching it, expression suspicious. "What do you think it is?"

Feliciano couldn't take his eyes off of it. The strange, rippling effect was doing something strange to his mind and he broke away from Ludwig, letting go of his arm to dash forward, hand outstretched towards the black object. Somewhere behind him Ludwig was yelling out in worry,

"Feliciano, wait! Don't do that if you don't know what it is, it could-"

Too late, Feliciano's fingers pressed against the thing's cold surface, and suddenly there was an eruption of colour and shapes around them, swirling and distorting the street until it was no longer recognisable. Feliciano suddenly broke from his trance and he darted back to Ludwig, clinging to his arm again, this time in fear rather than affection. "W-What is this?" he cried, watching swirly vine line things creep upwards, reaching out into the space around them. One brushed close to his arm and he whimpered, clinging even closer to Ludwig.

"What the..." Ludwig breathed out, staring in shock at their unreal surroundings, before snapping back to Feliciano. "Hey, what did I tell you? Don't just go poking at things unless you know what they are!"

His lecture was interrupted however, as new shapes suddenly zoomed towards them, looking like strange collections of crystals, all lumped together to form little bodies. Weirdly enough, they seemed to be wearing scarves. The strange creatures were heading straight for them and Ludwig instinctively pulled out a gun from the inside pocket of his coat, shooting swiftly and relentlessly at the creatures.

"What the heck are these things?" he yelled, watching as several bullets managed to hit, and the creatures seemed to erupt into piles of snow on the ground. But more swiftly followed and Feliciano grabbed Ludwig's hand, pulling him along until they were both running from the creatures, and deep into the maze. A familiar suddenly shot out of nowhere, the crystals making up its arms extending to razor-sharp blades, smacking across the back of Ludwig's head. He let out a surprised cry, falling to the ground and pulling Feliciano down with him.

"What? Ludwig, Ludwig!" he cried, pulling at the larger man, whimpering at the sight of blood on his temple. Panicking, Feliciano hoisted the unconscious German over his shoulders, trying to drag him away from the familiars. As he moved, the temperature seemed to drop further and further, until giant snowflakes, like the paper cut-outs children make, were floating past him and sudden there was a towering creature before him.

It was humanoid, almost female but more like a sculpture than a real person. Ice crystals made up the lower part of its body, sharp jutting shapes making up the torso and long arms. The face was cruel with wild snow-like hair whipping around its face. A crown of icicles was atop its head. Feliciano tried to back up, but found the place he had just run from had been sealed off, a sheet of ice covering his way. He dropped Ludwig to the ground, pounding at the ice with his fists.

They were going to die. He was sure of it. Ludwig was unconscious and bleeding and he...he was useless. Feliciano was just about ready to give up, when suddenly a familiar tail flicked out of the corner of his eye. They widened, his mouth falling open, as he realised it was the same white creature as before, padding calmly towards him.

"Hey," he cried, not believing his eyes. "You-you're the kitty from before!"

"I can still grant your wish," Kyubey replied, ignoring Feliciano's cry. Feliciano stilled, the creature's words ringing in his ears along with the frigid wind.

"My...My wish?" he mumbled, glancing down at Ludwig's body, already starting to freeze where the icy wind and snow was hitting them.

Kyubey ran over to the boy, until he was sitting right beside Feliciano, looking up at him expectantly. "You should know, this is what you must do for me in exchange for your wish." His head turned towards the ice-like woman before them, "These are the beings you would fight, I can give you the power to do it with ease."

Feliciano's eyes widened and he stared up at the woman fearfully. "I...would...have to fight these?" he whimpered, before looking back down to Ludwig. _'I...I want to be stronger...I'm no use to Ludwig like this, and if I can't do something right now, we'll both die!'_ His eyes suddenly hardened in determination, and his mouth set in a firm line. He stood shakily, clenching his fists at his side.

"V-Ve...ok! I-I'll make a contract! I...I want to be able to protect the person most precious to me! Give me the power to be able to defend him myself!" he exclaimed. The protrusions on Kyubey's head were suddenly reaching towards him, and Feliciano let out a gasp as he felt something rip from his chest, and a gleaming light appeared before him. It shone a brilliant blue, and Feliciano's eyes were wide as he reached out to grab it, a warm feeling rushing through his body, surrounding him.

The light surrounded him completely and when it finally faded away there was a girl stood where Feliciano had been seconds before. She was dressed in white robes similar to what Feliciano had first worn as a child, before becoming a maid at Roderich's house. Feliciano looked down at herself, eyes wide. She opened her mouth to say something, when a roar from the witch reminded her of what she had to do. Moving instinctively, Feliciano ran towards the witch, and was not surprised when she felt a weapon materialising in her hand. Glancing over, she saw she was holding a long silver spear, with an intricately designed spearhead. At the other end, a white flag flew out from the end of the spear and Feliciano smiled.

The witch struck out with its own sceptre and Feliciano retaliated, swinging up the spear and slicing cleanly through the creature's arm. It let out a scream, but Feliciano didn't pause, swinging the spear around, the flag fluttering behind it as she slashed through the chest of the witch, silver-blue liquid spurting out from the wound. The witch screamed again, crumpling backwards before suddenly disappearing in a flash of light, the black object from before being all that was left in its place.

Unbeknownst to her Ludwig's eyes flickered open just as the witch let out its first scream, and he watched in shock the white clad girl spinning gracefully, a lone curl bouncing at the side of her head.

'_What the...my head..._ he winced in pain, before looking back up at the girl who now stood triumphant, short cloak and skirt fluttering around her body. _'Who...who is that? She...reminds me...of..._' Ludwig's eyelids were suddenly far too heavy, and his head far too painful and he drifted back into unconsciousness.

Feliciano stared at the black object again, wary of touching it this time, even as the barrier began to disappear. Now that the adrenaline was wearing off, the shock of what she'd done was settling in, and she clutched her spear to her body, the white flag resting around her almost protectively. Then suddenly, she remembered the unconscious German, and spun around to run to his side, falling to her knees.

"Ve, Ludwig! Ludwig, please be ok!" The barrier was almost completely gone from around them, and Feliciano glanced up at the re-appearing street. "What the...what's happening, vee?"

"The witch has been defeated, and so the barrier has disappeared," Kyubey told her, climbing up to sit on her shoulder. "Congratulations! You are now a successful Puella Magi!"

Feliciano managed a wobbly smile at the creature, the spear disappearing from her hands. "Vee...I, I really did it...but now I have to help Ludwig! He's hurt!" she cried, her attention once again focused on Ludwig.

"You can use your soul gem to heal him. Just hold it over him and will him to be healed." Kyubey informed the panicky brunette, who all but ripped the cross shaped soul gem from her cloak to hold it over Ludwig, squeezing her eyes shut and willing him healed. A soft glow started to emit from Ludwig's body, and Feliciano watched with relief as the wound on his head slowly shrank and eventually disappear, leaving behind only the dried blood that has previously leaked from it. "Vee..." she sighed, "thank goodness..."

She paused for a second, before clutching her soul gem to her chest, closing her eyes and releasing the transformation. Once the light had completely faded, Feliciano blinked down at himself, and at the blue egg-shaped gem in his hand. "Oh wow, I did it!" he let out a relieved giggle. "That was easier than I thought it would be, ve!"

Suddenly however, a new voice sounded behind him, making his freeze in fear.

"I-Italy? Germany? What happened here?"

Feliciano's head snapped towards the voice, and his eyes widened at the sight of a tall, blonde nation walking towards him, glasses covering worried blue eyes.

"America?" Feliciano squeaked, looking at the other, who let out a sigh.

"It's Canada," the boy sighed. "Well, Matthew since we're in public, but that's not important right now. What on earth was it that you just did?" he asked Feliciano urgently, and Feliciano felt horror set in, his face going pale.

"Vee?" he tried weakly.

Matthew sighed again, before pinning Feliciano with a worried but firm gaze. "I saw you Italy. You and Germany appearing out of that weird glowing thing...you t-transforming, or something, from a girl! What just happened?"

…**make my day and review?**


	2. Chapter 2

**Chapter 2**

**Chapter** **Warnings**: Genderbending, yaoi, violence, crossdressing (for humour)

**Disclaimer**: Hetalia belongs to Himaruya Hidekaz, Madoka Magica to Magica Quartet

**AN**: Thanks to Skadiyoko for checking this over for me! ^^

Ludwig's body was laid out on a sofa, his head resting on a pillow. His face scrunched up as he began to stir, body moving restlessly until finally his eyes opened, blinking blearily at the ceiling. "What the...what happened?" he muttered groggily, sitting up and pressing a hand against his eyes. When he opened them again to gaze at his surroundings, he was surprised to find himself back at home on his own sofa, and the sound of an Italian song wafting from the kitchen. "Feliciano? Are you there?" he called out.

"Ve, here I am Ludwig!" came the immediate reply, and Feliciano poked his head around the doorframe to peek in at Ludwig. "I'm so glad you're awake!" the bubbly man continued, entering the room with a tray of what looked like snacks and coffee.

"Yeah...what happened?" Ludwig asked, straining his memory to try and understand what had been happening before he was knocked out. "All I remember is...the world looking strange...being attacked, and..." he paused suddenly, staring straight ahead, eyes slightly narrowed, "a girl. There was a girl, all in white. She was..." he trailed off again, the details slipping away from him.

"V-ve...a girl?" Feliciano interjected nervously. "I don't remember a girl being there! A-anyway, you got knocked out and Matthew, Canada that is, helped me bring you back here!" He smiled, suddenly cheerful again even as Ludwig blinked at him in confusion.

"Who?" he asked.

"Matthew, he's Alfred's brother!" Feliciano reminded him. "He's been sitting in here with you the whole time!" As the brunette pointed at one of the armchairs, Ludwig spun to face it in shock. Facing him was the view of a blonde sitting on plush cushions. However, the chair looked like it was almost visible through the boy, and Ludwig wasn't entirely sure what to make of that fact. "A-ah," he stuttered, manners winning out in the end. "Thank you for helping Feliciano."

Matthew smiled weakly at him. "Y-you're welcome!" Ludwig stared in dumb shock as his body seemed to fade from view even further, the back of the chair now clearly visible through his shoulders. "A-anyway," the spectre continued, "I should probably be going..."

"Yes, goodbye then." Ludwig responded formally, calming himself down and turning to Feliciano, "Feliciano, are you going to see our guest out?"

Feliciano nodded, perhaps a little too eagerly. "Ve, of course I will!" he exclaimed before bounding out of the room, Matthew trailing behind him. Once they had reached the door, the two nations paused, staring at each other and not wanting to be the first to speak.

"I...still don't really understand this puella thing..." Matthew broke the silence, admitting his doubts.

"Me neither," Feliciano confessed, "But now I can protect Germany, and that's what matters to me, ve." They lapsed into silence for a moment, not even reacting as Kyubey appeared from down the hallway and started to wind between their feet. Cradling his soul gem between his fingers, Feliciano watched the blue lights dancing within it, and admired the cross-shaped decorations on it. Matthew also followed the movements of the light. They were almost mesmerising. Feliciano's eyes suddenly lit up, and he clicked his fingers in excitement, snapping Matthew out of his trance. "I know! Why don't we meet up tomorrow and we can talk about it properly?"

"I have a better idea," Kyubey cut in smoothly, "I can take you to see a skilled Puella Magi who can explain it to you, and maybe help you learn to fight witches more efficiently." Bending down, Feliciano picked the white creature up.

"That sounds good," the Italian agreed, turning to Matthew. "Ve, what do you think Matthew?" Matthew appeared to jump slightly at being addressed.

"O-okay, sure!" he agreed, "See you tomorrow!" With that he let himself out of the house, and Feliciano watched him vanish into the distance before returning to the living room to sit beside Germany. The blonde was staring into the distance, a confused frown on his face.

"Are you sure there wasn't a girl, Feliciano?" he asked, voice uncertain. "I'm sure I saw her. She..." he hesitated, as if admitting a deep secret, "...reminded me of someone from a long time ago..."

"Someone...from...a long time ago?" Feliciano uncertainly repeated Ludwig's words. People had always mistaken him for a girl in his youth. It would make perfect sense for Germany to be recognising his female form based on how Feliciano had looked as a child. Except that...Ludwig hadn't known Feliciano as a child. The Italian could remember their first meeting clearly at the beginning of World War I. Long after Feliciano had finally grown up, and grown out of his female clothes and voice. "Who was it you knew a long time ago?" he asked unsurely, confusion evident in his voice. "What was it about the girl that reminded you of them?"

"I don't know..." Ludwig muttered, annoyance starting to creep into his tone alongside confusion. "I don't really remember, but she seemed so familiar..."

"Well, who knows..." Feliciano soothed, not sure what to say or what to make of this conversation. "Maybe you'll see her again sometime?"

"Ja, maybe," agreed Ludwig absently. "I just wish I could remember who she was..."

Feliciano let out a nervous laugh. "I'm sure you'll remember, vee! But now, you need to go to bed. You're still not well after that fight!" With that he leapt up from the sofa, tugging at the German's arm without succeeding in moving him an inch. Ludwig smiled at him, his 'you're so hopeless' smile reserved just for Feliciano.

"Ok, ok, I'm coming." Pushing himself up from the sofa, he allowed Feliciano to drag him up the stairs, ready to turn in for the night.

Feliciano spent the entire night tossing and turning, waking every few minutes to gaze at the soul gem sitting innocently on his bedside table. For once he hadn't crept into bed with Ludwig. Partly because he wanted the German to get as much rest as possible after the attack, and partly because he desperately needed the time to think over what he had done. He had no idea how his decision was going to affect things. Was it going to affect the people of his country too? Would it affect Ludwig's people in anyway? He had no idea. It had been such a desperate situation, and if he hadn't...Felciano let out a shiver and rolled over, turning his head away from the soul gem. He had to stop thinking about it now. Tomorrow he could discuss everything with the other Puella Magi.

The next day, bright and early, he found himself walking down the road with Matthew. They followed Kyubey as he led them on a winding path to visit the so-called veteran the creature had spoke of. Feliciano was squinting at their surroundings, a confused expression on his face.

"Ve...this looks kind of familiar..." he muttered. Matthew turned to look at him curiously.

"What do you mean by that, Feliciano?"

Feliciano scrunched up his nose before answering. "I mean...this route seems very familiar...ve, I'm probably just imagining it!" he laughed, and Matthew smiled in return.

"Probably. I don't think I've been here before," he told Feliciano, gazing around at their surroundings. Trees stretched up and lined the road they were walking down. It appeared they were heading towards a large house tucked away from the cities, in a similar manner to Ludwig's house.

"Kyubey, how much longer until we get there?" Feliciano asked, looking down at the creature that was padding along before them, showing no signs of stopping.

"We're just arriving now actually," Kyubey told them as a house finally came into view. Feliciano looked up at it, his mouth dropping open as the recognition finally sunk in. It wasn't a house he had visited in some time but still, how could he have forgotten it?

"Ve... no way..." he breathed out, and Matthew turned to look at him in confusion.

"What is it?" he asked in his soft voice. "Whose house is this?"

"This... it's..." as the Italian spoke, the door slowly swung open. A pretty, fawn haired woman stuck her head out from around the door to smile cheerfully at them.

"Feliciano! How wonderful to see you!" Elizabeta opened the door completely, standing back to allow the boys to enter. "Please, come in!" she continued to smile as the two nations entered, trying hard not to let their jaws drop. For some reason, neither of them had expected it to be another nation that they were going to see. Kyubey had bounded in ahead of them, running up Elizabeta's leg and up to sit on her shoulder; she scratched behind his ears calmly. "I've been waiting for you to arrive!"

"Elizabeta..." Feliciano started, awe evident in his tone, "you're the Puella Magi Kyubey was telling us about? Is that how you knew we were coming?"

Hungary smiled widely at him, "Yes I am! Kyubey contacted me last night to tell me what happened, and that he was bringing you to see me. I was so surprised to hear you'd become a Puella Magi!" she gushed, gesturing for them to enter the sitting room where she had tea and biscuits waiting for them.

"Heheh... it wasn't really planned out," Feliciano laughed nervously. Suddenly he noticed Matthew shuffling nervously from foot to foot, fading ever so slightly from view. "Oh, Elizabeta, this is Matthew! He helped me out yesterday with taking Ludwig home!"

Elizabeta's calm expression was shattered slightly, and she jumped as Matthew came into view before her, his fingers twisting together. "Oh, hello! I'm sorry, I didn't see you there!"

Matthew let out a sigh, "Nobody ever does. I actually...wanted to talk about that..." Glancing at Kyubey, the Canadian continued, "I was... wondering... nobody ever sees me, or pays any attention to me. I wondered... if I made a wish and b-became a Puella Magi, maybe... I..." he trailed off in embarrassment, staring at the floor. There was an awkward pause where Feliciano stared at him in surprise, and Elizabeta watched him with an appraising stare.

"...Are you really sure about that?" she eventually asked softly. "Being a Puella Magi isn't easy, especially for those of us who are also nations." She gestured for them all to sit, before pouring out the tea for them to drink. "So," she started again, raising the cup to her lips, "you're thinking of becoming a Puella Magi too?"

Matthew cradled his own cup in his lap. "W-well, I don't know, it's just an idea..."

"I'd certainly be willing to make a contract with you," Kyubey cut in, jumping up onto the arm of the sofa Matthew was sat on. "As a nation, and particularly as such a large nation, you have a lot of potential in you, depending on what wish you make. You could end up the most powerful Puella Magi yet."

"Really...?" Matthew asked in amazement. Powerful was not a word that had ever been used to describe him before.

"Mmm. It's not like I'm trying to tell you you shouldn't do it, either," Elizabeta clarified, taking a sip of tea. "I certainly don't regret becoming a Puella Magi. All I'm saying is that you need to be certain, especially about what wish you decide to make. It's a once in a lifetime opportunity, and you're a Puella Magi for the rest of your life afterwards! You can't waste it!"

"Ve..." Feliciano sighed out, munching on a biscuit. "Even though I made my wish quickly, I don't think I'll ever regret it." Finishing his biscuit, the Italian reached for another. "Ludwig has been protecting me for so long, I'm happy to protect him now, in any way I can!" he smiled.

"That is true..." Matthew said thoughtfully. "I suppose there's so many things I could wish for. Oh, Hungary, what was your wish?"

"Elizabeta, please. And my wish? Oh, nothing important," Elizabeta laughed, "I was just so in love with the idea of being a Puella Magi! I'm not sure I can even remember my wish now!" she brushed away the question easily. Feliciano gazed at her doubtfully.

"Ve...are you sure...?" he asked slowly. Ignoring his question, the Hungarian placed her cup and saucer back on the table and turned to the boy with a sunny smile.

"Now, do you know what? I think it would be good if Matthew were to come along with us as I teach you how to fight witches, Feli! So that you get an idea for what the job includes, and if you really want to take it on." The last part was directed at Matthew, who placed his own cup back on the table and nodded.

"Yes, if that's ok. It would definitely be good to see what you do before I make my decision," he agreed.

"Great, that's settled then! Oh, but...before we do that..." Elizabeta's expression turned sly, and there was a glint in her eyes that made both Matthew and Feliciano back away in fear. Ignoring their reaction, Elizabeta reached out to grasp Feliciano's hands in her own. "Feli, now that you're a Puella Magi, I'd love it if we could dress up together, just like we used to! I have some great dresses for you to try!"

Eyes widening in realisation, the man let out a nervous laugh, knowing better than to try and resist. "Eheh...okay, if you really want to!" Easing his soul gem out of his pocket, swirls of magic appeared around it as he prepared to transform. At least, he was until a hand clamped down on his arm with an iron grip, making him jump so high he almost dropped his soul gem. "Ve?"

The look in Hungary's eyes had intensified, and Feliciano let out a squeak of fear.

"No. Transformation." Hungary grinned maniacally at him.

Feliciano let out another squeak and Matthew paled as her meaning sunk in. "N-No transformation...you don't mean..." he started before being silenced as Hungary turned her sharp gaze on him.

"Matthew, since you're thinking about becoming a Puella Magi, you should join in too!" she declared. It was quite obvious that it was not a request at all, but a command. Matthew's mouth opened and closed wordlessly a few time before he caved under the pressure.

"We-well...I...that's...ok then? I-if I have to?" he squeaked, and suddenly Elizabeta had an iron grip on his arm too.

"You do," she said with a wild grin before dragging both boys up the stairs. The next couple of hours passed in a flurry of fabrics and ruffles, and what Matthew and Feliciano really, really hoped weren't camera flashes. Feliciano had started to get in the swing of things when suddenly something occurred to him.

"Ve...why do you have dresses in my size, Elizabeta?" he asked curiously, swishing around the skirt of a blue dress that fit snuggly but not uncomfortably. Matthew was curling into a protective ball, trying to pretend he wasn't wearing something pale pink and frilly around the edges.

"I-In my size too..." he muttered, faintly disturbed as he pawed at the silky fabric. Completely unapologetic and mischievous, the woman let out a giggle. Another suspicious flash came before she pounced once again.

Another flurry of fluffy materials and ribbons passed, and finally the trio were out looking for witches. Thankfully (in Matthew's opinion at least) they were back in their own clothes. "So you see," Elizabeta was explaining as she showed them her own rose-coloured soul gem that was pulsing a soft, pink light, "our soul gems glow whenever we're getting near to a witch! Useful, right?"

"Ve...mine's glowing too! Feliciano commented, looking down at his own sky-blue gem. Matthew peered at it curiously.

"Oh yeah, it is, isn't it? So that means there's a witch nearby?"

"Yes, that's right. We better transform now, to make sure we're ready for it." Elizabeta confirmed, raising her soul gem before her. Feliciano did the same, and soon the air was filled with light and colour as the two Puella Magi transformed. The light finally faded to reveal them in their battle costumes. Once again female, Feliciano's soul gem glittered at her throat and a white beret perched on her hair. Hungary looked dramatic and stunning in a green dress, cut short at the front to reveal a darker green pleated skirt beneath, but long and flowing at the back to form a train. Her soul gem was a flower shape in her hair, surrounded by leafy green material. The older woman let out a squeal, leaping forward to hug Feliciano tightly.

"You look so cute like this Feli! It's no wonder everyone thought you were a girl when you were younger!" she gushed happily, releasing Feliciano to clap her hands together gleefully. Grinning in return, the brunette flicked her skirt and did a twirl to show off her outfit.

"Ve, thanks Elizabeta! You look really cute like that too!"

Matthew just watched awkwardly from the side, unsure of just what to think of the other two nations.

"Hehe, thank you Feli!" Elizabeta did a little celebratory spin of her own. "Now, let's find and defeat that witch."

They only had to walk a little further before both soul gems started to glow vibrantly. Elizabeta stopped them, placing her hand in front of her. There was a flash, and what could almost be described as a rip appeared in the air. Feliciano and Matthew watched in awe as Elizabeta calmly stepped though. Hesitating, they following her in. Their surroundings looked decidedly different from the day before, and the Italian summoned her spear to her hands, gripping it tightly.

"This is the witch's barrier," Hungary was explaining quietly as they made their way through. "They aren't powerful enough to survive outside of one, so they hide within a labyrinth they create. And this," there was a sudden movement of hands, and Hungary was gripping a powerful looking broadsword in her hands, "is where the familiars live. Feli, time to show me what you've got!"

"Ve, got it!" Feliciano yelled, spinning her spear as familiars, this time strange flowery things, burst from the ground. They twisting towards them at high speeds. Running to meet them, Elizabeta dove straight into their midst. Her sword flashed as it sliced through stems and petals. Pausing for just a moment to watch in awe, Feliciano's mouth was open a little as she moved gracefully yet viciously. She then followed after her, taking down familiars Elizabeta did not reach. Matthew followed behind them, ducking out of the way of vines and toothy flowers, letting out a gasp as Feliciano slashed through a familiar seconds from latching onto his shoulder.

The trio made their way deeper and deeper into the maze, moving towards its heart. The soul gems glowed brighter and brighter as they closed in, until eventually they reached a door. Elizabeta kicked it down unceremoniously. As she led them inside, Matthew's eyes widened at the sight of the creature before them. Hunched over in front of the was what looked like a mix between a tree and a woman. The body was a twisting mass of what almost looked like black roots, knotting off into what resembled arms and legs. The 'fingers' writhed their way across the ground in all directions. Long black hair seemed to weigh its head down. Pink flowers much like those of the familiars emerged from within its hair, and a giant flower was on the very top of its head, the petals opening and closing slowly almost as if it were breathing. Giant swaths of fabric hung from the ceiling, along with a giant blue sun above the witch's head.

Matthew tried to say something, but found himself unable to speak. Elizabeta glanced at him, her expression understanding.

"You've never seen a witch before, have you? Don't worry, it's quite alright to feel apprehensive. they're not exactly pleasant to look at," she reassured.

"Ve...it looks so different from the witch before," Feliciano said in wonder. Elizabeta turned to face her.

"They all look different, as do the barriers. Feliciano, I know you have defeated a witch before, but since you're still new to this, let me handle this witch alone. You can protect Matthew from the familiars, ok?" Feliciano was momentarily startled by the idea of Elizabeta facing it alone, but then thought of how she had taken on the familiars and nodded. She would be fine. Elizabeta gave them one last, reassuring grin before darting forward into battle.

The second her foot touched the ground near the witch, the twisting roots went stiff. Suddenly they lashed out at deadly speeds, all aiming for Elizabeta. Matthew almost let out a cry, but Elizabeta leapt into the air, twisting and diving through the vines and completely focused. No longer smiling, her gaze was fierce as she struck out at the vines, steadily making her way towards the witch's main body. It apparently was unable to move from where it rested. As the vines grew wilder and more erratic, the flower petals opened and closed rapidly, as if to indicate heavy breathing. With a sudden sharp motion, Elizabeta pierced through all the vines, plunging her sword through its head and slicing straight through its body.

There was a screaming noise, and Feliciano and Matthew were both forced to cover their ears as it echoed around them. Their surroundings hissed and crumbled away as the witch crumpled, the flower petals withering and falling from the witch's head to the ground. All of a sudden it collapsed completely, its body dissolving away along with the barrier. Eventually there was nothing left behind it but a strange black object. Elizabeta reached down to pick it up, releasing her transformation as she straightened back up. Feliciano did the same, and the two boys rushed forward to stand beside the victorious Puella Magi, once again smiling.

"You see this?" She showed them the black object. It was circular and stood upright, balancing on a thin spike protruding from its bottom. There was a sun insignia on it similar to the one inside the witch's barrier. "This is a grief seed. If you're lucky, a witch will drop one once they're defeated."

"Ve...what is it for?" Feliciano breathed out, staring at it wide eyed. He suddenly looked afraid. "Ve, that's what the barrier came from yesterday! It was glowing and suddenly woosh, we were inside a barrier!" Matthew's eyes widened, and he took a step back from it.

"Don't worry about it!" Kyubey suddenly spoke making both boys jump in alarm as he ran up Feliciano's leg to perch on his shoulder. "It won't produce a witch now, it's harmless. In fact, it's really useful." Smiling in agreement, the brunette held out her soul gem for the others to observe. It was still a lovely colour, but somehow it wasn't shining as it had been before; a dullness creeped in at the edges. Felciano glanced at his own and was startled to see it had also dimmed, although not as much as Elizabeta's.

"As we use our magic to transform and fight," Elizabeta explained, "our soul gems grow cloudy and dull. However, if we do this..." she gently clinked the grief seed and soul gem together, and the murkiness literally lifted out of her soul gem and was sucked into the grief seed. "You see? The grief seed absorbs the darkness and keeps our soul gems pure!" Next she clinked it to Feliciano's, and his eyes were sparkling as brightly as his soul gem when it had cleared.

"Wow, that was amazing!" he gushed, lifting his soul gem up to observe it. Matthew watched, his own eyes shining slightly.

'That...that was...' he thought incoherently, his heart still racing, 'Watching them fight like that made me feel...so...'

Noticing his expression, Elizabeta giggled. "It is pretty cool, huh? It is dangerous, no doubt, but there's nothing quite like defeating witches and familiars. It's a wonder feeling, knowing you're saving people." Smiling with satisfaction the Hungarian turned to Feliciano. "You did really well defeating all those familiars, I'm amazed! Soon you'll be taking down the witches with ease. Where did the so called weak Feliciano go?" she laughed, and Feliciano giggled along with her, rubbing the back of his head sheepishly.

"I can't afford to be weak anymore. I have people I need to protect! I need to fight for them...for Ludwig."

Elizabeta smiled at his determination, but her smile seemed somehow sad now. "Is that so..." she murmured. "Well, on we go!" she suddenly exclaimed, louder. "The witches aren't going to wait for us!" Laughing, she grabbed Feliciano and Matthew's hands in each of her own and took off at a run. The boys followed after her, laughing all the way.

**R&R? :'3**


	3. Chapter 3

**Chapter 3**

**Chapter** **Warnings**: Genderbending, yaoi, violence, character death

**Disclaimer**: Hetalia belongs to Himaruya Hidekaz, Madoka Magica to Magica Quartet

**AN**: Thanks again to Skadiyoko for the great checking over. (: Also, writing this chapter was very hard. Especially the ending.

Letting out a battle cry, Feliciano swung down with her spear, slicing the familiar through its body, causing the barrier around them to vanish. Elizabeta and Matthew stood just behind her, clapping as Feliciano spun to face them with an enthusiastic expression.

"That was amazing Feli!" Elizabeta exclaimed, rushing forwards to hug him. "You haven't even been doing this for long and you're already so good!"

Weeks had passed since Matthew and Feliciano had first met up with Elizabeta, and their witch hunting evening had become a regular occurrence. The Puella Magi would go out to fright regularly, Matthew tagging along when he was able to. Kyubey had taken to following the blonde nation around, and he wondered if it was in order to pressure him into making a contract with him faster.

The others questioned him often about it, but he was always vague with his answers, and dodged around the subject. "I...I don't know, to be honest..." Matthew had mumbled when last asked. "I do...want to, but...I want to be sure of my wish first," he finished, although his tone and the look in his eyes made Feliciano wonder if that was the only reason for his hesitation. Elizabeta hadn't pressed the topic and they had returned to their hunting swiftly.

"Oh, what are we going to do about the World Meeting in Switzerland next week?" Feliciano asked suddenly, the topic popping into his head as they made their way home for the night. "Will it be ok for us to leave the witches to themselves?"

"It'll be fine," assured the Hungarian, waving her hand around, "This just means we get a chance to fight any witches that might have appeared in Vash's country!" They stopped as they reached the point where Elizabeta took a different route from the others. "Since you're getting so much better, Feli, it should be possible for us to split up now, and cover more ground each night. That would give us a great opportunity to make sure the area is as witch free as possible before the meeting!" she smiled, before waving one last time and walking briskly towards her house.

Waving after her, Feliciano and Matthew began heading towards the house the Italian shared with Ludwig. "Where are you staying?" he pondered since Matthew was still heading in the same direction as him.

"O-Oh, I'm staying with Francis," Matthew explained. "I was visiting him when I...I ran into you that day, and neither of us saw the point in me going home when the meeting wasn't that far away." Eventually they reached Ludwig and Feliciano's house, and Matthew bid him goodbye, continuing on alone. A little while passed as Feliciano watched him before entering the house.

Surprised to see a light still on in the sitting room, he entered to see Ludwig sitting on one of the sofas. His hands steepled in front of him, and he was frowning in the way that Feliciano knew meant he was thinking deep thoughts. He was jolted out of his thoughts, however, by the Italian's arrival. As the blonde looked up to see the auburn stood in the doorway, Feliciano came fully into the room, sitting down beside Ludwig.

"I wasn't expecting you to still be up," Feliciano told him, still surprised. Ludwig let out a sigh,

"I haven't been able to sleep," he admitted. "Were you out with Elizabeta again?" he asked, and Feliciano nodded quickly. Ludwig looked at him, just on the borderline of suspicion. "You've been spending a lot of time with her lately, haven't you." he asked, rhetorically, and the smaller man let out a nervous laugh.

"Well...it's been a long time since we last spent quality time together, ve," Feliciano tried weakly. Fighting witches had been kept a secret, and he planned to keep it that way. "Why haven't you been able to sleep?" he asked instead. Changing the subject would be best, and he leaned in closer to Ludwig, a concerned expression on his face. There was a sigh of frustration.

"It's that girl," he elaborated gruffly. Freezing, the Italian struggled to keep his expression neutral. "The memories...they keep slipping away! Every time I think I've grasped it, it seems to move further away..." As the blonde rubbed a hand over his face, Feliciano could do nothing but press a comforting hand to Ludwig's arm. "I don't know why I'm so obsessed with this," Ludwig sighed, glancing over to Feliciano. "She just...there seems to be something so important about her. Something I have to remember at all costs."

Uncomfortably, Feliciano shuffled in his seat. He was still no closer himself to understanding the German's vague memories. It was believable that the blonde would recognise the girl as being him, but Ludwig would never believe that he transformed unless it happened right in front of him. What was so difficult to wrap his head around was why Ludwig was remembering someone from his childhood who looked like the girl. Childhood for a nation was so different to that of a human. Even if he had known a human who happened to resemble Feliciano, there's no way the human would be alive now.

So it had to be Feliciano he remembered. Yet, the nation had no recollection of ever knowing Germany in his own childhood. Had Germany even existed back then? Whimpering slightly as his head started to hurt from all of the thinking, he let out a quiet "vee". Apologetic, Ludwig turned to smile at him.

"I'm sorry, Feliciano. This can't be interesting for you to listen to. I know it's so unlike me. I shouldn't be burdening you with it."

Shaking his head violently from side to side, the auburn responded, "No, it's fine! I want to be able to help you in any way I can Ludwig!" He tried to look as determined as possible, but must not have succeeded as Ludwig only laughed and rose from the seat.

"Time for bed now. You'll probably end up sneaking into mine anyway, right?" he asked rhetorically, holding out his hand. Feliciano grinned, laughing guiltily as he took Ludwig's hand and they disappeared upstairs for the night.

The date of the meeting drew closer and closer. Soon all of the nations were gathered in Zurich, ready for the meeting to begin. The two Puella magi and Canada had all chosen rooms close to each other in the hotel, and their nightly activities resumed smoothly. There didn't seem to be many witches around, although there were stray familiars wandering through the city. Feliciano and Elizabeta swiftly dealt with them. All the while Matthew watched from the sidelines, a pensive expression on his face.

Finally the day of the meeting arrived. Lili bustled around her brother's house, trying to help out in whatever way she could. She was not attending the meeting, as it was Vash who took care of most of the issues her country was involved in. Not that she particularly minded. It made her life much much easier, really. However, she did feel like she owed it to her brother to help him out in any way she could as thanks. Suddenly a shiver went up her spine, and she almost dropped the things she was carrying. Spinning around to see what had caused it, her eyes flicked all around the room.

"Brother?" she called out fearfully, jumping when a strange shape flew past her. "Brother!" she shouted now, and it wasn't long before Vash burst through the doors, asking what was wrong. Reaching out to grab onto him, suddenly the creature appeared before them, and the world was swallowed in darkness.

Feeling her soul gem pulse, Elizabeta jumped. Glancing down at it discreetly, her eyes widened as it started to glow brightly. A witch had appeared. She searched around for the other two, seeing Matthew with Alfred and Francis, Kyubey perched on his shoulder. Feliciano was caught up with his brother and Spain. The woman knew she could contact them through Kyubey's telepathy, but realised belatedly that she'd never told them about it before. Well, nothing wrong with learning on the go, she reasoned, starting to leave of the room.

'Feliciano, Matthew!' she called out. 'Puella Magi 911. Get away as fast as you can.'

'I-I'm coming now!' Matthew's response was shaky but prompt.

'Ve...I don't know how fast I can get away!' came Feliciano's less happy reply.

'It's fine,' Elizabeta responded. 'Just head along when you can, ok?' She nodded at Matthew, who had caught up to her.

"Where's the witch?" he asked breathlessly as they hurried away from the conference building.

"I don't know," Elizabeta admitted, "but I have an unpleasant guess. There's something odd about this one. It's making the soul gem act very strangely..." she murmured. Looking down at the pink gem she had pulled from her pocket, she watching the light splutter. "It might just be a familiar by itself. They sometimes split away from the witches and evolve into witches themselves..." she trailed off with her explanation as they reached a familiar house - Vash's residence.

"Oh no...is that why they haven't turned up to the conference?" Matthew asked, wide eyed. Expression grim, Elizabeta nodded.

"We better hurry," she stated, holding the soul gem out before her and revealing the entrance to the barrier. "Feli can find us afterwards using telepathy." As she entered the barrier, pulling Matthew behind her, he let out a surprised noise.

"Aren't you going to transform, Elizabeta?" he asked, surprised. Shaking her head, she led them deeper into the maze.

"Not yet, if it is a familiar then my magic would alert it to our presence, and it might lash out even more than it already has," she explained lowly, focused on moving ahead. Matthew made a noise of understanding before falling silent. The look on his face clearly indicated that he wanted to say something, and eventually he brought up the courage to do just that.

"Actually, Elizabeta? There's...something I want to talk to you about. About the reason I haven't made a wish yet," Matthew called out suddenly. Stopping in her tracks, the Hungarian turned back to face Matthew curiously. "I have an idea, but it seems so silly. I...I have no special features," Matthew told her, sadly. "My people are good and I'm happy being their nation. But I have no defining features, and I am constantly overshadowed by nations who are special, with their own unique features and characteristics. France is so outgoing and always talking about romance, Alfred's always talking about being a hero, and England has his magic..." He paused for a moment. "But I have nothing, and no one notices me. But...when I see you and Feliciano fight, it's always so incredible, I can't tear my eyes away. If I...if I was able to do something like that, if I could do something as incredible as you can..." Smiling, the blonde tried to shake off his embarrassment. "I don't think I'd even need a wish, everything I want would already be fulfilled!" he explained, looking at Elizabeta hopefully.

She remained silent for a moment, gazing at him thoughtfully. Suddenly she made a noise, and covered her face with one hand. Matthew frowned slightly, unsure of what to make of her reaction. "Oh Matthew," she sighed eventually, the hand falling away from her face to grasp his. "Thank you so much for thinking of me like that. It means so much, it really does! But I...I'm not really that incredible." The confession was quiet. "I always try to act so brave in front of you and Feliciano. I want to be a good mentor, but whenever you go home, and I'm left alone...I'm always plagued with worries and fear. Fighting witches is so dangerous, and I never feel safe or at peace. I worry so much about my safety and my people, and even more so about Feliciano. I feel so alone sometimes!" Elizabeta cried, tears glistening in her eyes. Gripping her hand tightly the man leaned forward.

"Elizabeta, you're not alone anymore!" he assured her, smiling kindly. "Feliciano's here now and I..." he paused a moment, stiffening his resolve. "I will become a Puella Magi too! And all three of us can work together, and you won't have to cry because we'll be there for you!" he declared, the loudest Elizabeta had heard him speak. Laughing a little, she lifted her hand to brush away the tears.

"Yes! That...that would be so wonderful," she told him, smiling even more broadly now as she cleared her eyes. "That was wonderful Matthew. I can't wait to see what you look like as a Puella Magi!" The brunette giggled a little. Matthew grinned, embarrassed, as they started to make their way further into the barrier again. "But you know, it is still a once in a lifetime opportunity, this wish," she reminded him seriously. "You really do have to be careful about making it, you'll never get another shot!"

"I, I'll think carefully about it!" Matthew promised. "I'll think of an amazing wish, something that will completely surprise you!" he declared in a moment of rare outgoingness. Elizabeta laughed along with him, but stopped at a sudden rumbling sound.

"It looks like the Familiar is getting itself riled up now," commented the Hungarian, her grin turning vicious. "Well, we have a meeting to get to, and two nations to save, so I'll be wrapping this up quickly!" she declared, swinging her arms outwards. Her soul gem erupted in a blast of light, enveloping and transforming the young woman. Suddenly they were surrounded by familiars, all facing towards them. With a wave of her hand, Elizabeta conjured a barrier around Matthew. Leaping forward, her sword was drawn. The familiars launched themselves at her one after another. Spinning around on the spot, her dress and hair seemed weightless as she defeated them effortlessly, slicing through them all. Matthew smiled at the look of excitement on her face and felt sure. This was definitely what he was going to do.

He would definitely become a Puella Magi.

Finishing with the familiars, Elizabeta grabbed the Canadian's hand and ran deeper into the maze. They passed through several doors that finally opened up into a large area, where they found Lili and Vash. The alpine nation stood in front of his sister protectively. Even as his arm bled, his hand still clutched a smoking gun. He let out a yell as Elizabeta and Canada came into view, but the brunette swiftly knocked him unconscious. "Sorry Vash, but it's better for you to let me handle this, okay?" she said to his unconscious form. Lili looked up at her, face disbelieving.

"H-Hungary! What did you do that to brother for?" she asked helplessly, and Elizabeta smiled at her.

"Don't worry Lili, but this isn't a fight Vash would have been able to deal with. I'm only ensuring he doesn't get hurt further,"

"Elizabeta, watch out!" Matthew exclaimed, pointing up. She followed his gaze in time to see a familiar shooting around the room. Its form was blurring, and pulsed once, twice, before black smog poured from it. A dirty imitation of the light that had erupted from Elizabeta's soul gem just moment before spread. The witch seemed almost anticlimactic once the familiar had fully changed. Only a little larger, it was almost doll-like: limp and harmless as it tumbled through the air towards a waiting seat.

It didn't even get a chance to settle, however, as Elizabeta darted forward and knocked it away with the flat side of her sword. Smacking into it once again she, sent it flying.

'Matthew? What's happening? I'm sorry it took me so long but I'm finally on my way! Are Lilli and Vash alright?' Feliciano's voice suddenly came in, and Matthew smiled at the quick bombardment of questions.

'Everything's fine Feliciano, Elizabeta's got it sorted!' he reported happily, watching as Elizabeta pinned the small witch against the wall.

"This is it for you!" she shouted, slamming her sword into it. The body crumpled, and the wall behind it crumbled. From within the wall, something else reared up out of the blue. Elizabeta froze, staring at it in shock and unable to move. Made of what appeared to be the same smog as before, the creature had only two visible features. Its eyes, glittering darkly, and the rows and rows of diamond sharp teeth.

No one even had time to cry out before it descended, and Elizabeta's body was snapped in two.

'Matthew? Matt? what's happening? I'm almost there but a weird feeling just came over me. Matthew, speak to me!'

Feliciano's voice, now female, was echoing loudly in the blonde's head, but he couldn't respond as he watched the demonic creature before them. Large jaws moved once, twice, and he and Lili could do nothing but watch it devour Elizabeta's remains. It. looked up at them, and Matthew felt his heart constrict as Lili let out a horrified cry. Just as it moved to rush towards them, a white blur sliced through the air, slamming into the creature head on. Feliciano spun through the air to land in front of Matthew in a protective stance.

Her eyes had found the only bits left of Elizabeta, including broken fragments from her soul gem, and the Italian's face went sickly pale. The creature let out a scream, lunging for her again. Snapping to attention, she leapt and drew it away from Matthew and Lili. Tugging on the fabric of the flag attached to her spear, it suddenly grew in length, extending out limitlessly. Moving quickly, the girl darted around the monster, ensnaring it in white. Almost mummifying it, she bound its jaws shut. Ripping the white fabric free from the spear, she spun it above her head before bringing it down with unmatchable force into the creature's head.

It let out a second ear-piercing screech, exploding in a dark, dank mess. Feliciano's feet finally tapped back down to the ground and she shook, not releasing her transformation as the tremors racked her body. The barrier receded slowly, and in the end they were left back in Vash's house. No evidence was left of the events that had transpired, save for the dully gleaming grief seed that sat in the corner of the room.

A sob came from behind, and Feliciano and Matthew both turned to look at Lili. Her eyes were wide, and body shaking as she pressed her hands over her mouth, trying to conceal her sobs.

"W-what was that?!" she asked, voice barely a hoarse whisper. "What just...h-happened to Hungary?!" A sob did escape this time, and she hunched over struggling to contain her hysterics. Feliciano moved to crouch before her, placing a hand on her shoulder.

"Lili," she started shakily, "Forget this. Forget it all happened. Take care of your brother." Felciano indicated Vash, who was still unconscious. "And forget everything you saw today." Lili looked up at him, tears streaming down her face.

"But I...I can't..."

"Please," she said fiercely, silencing the smaller girl. "Please, I am begging you. Forget this." Feliciano stood quickly, moving to snatch up the grief seed and near running from the house. Soon afterwards Matthew followed, hesitating as he threw Lili a concerned glance before also running, leaving the girl to sob, alone with the after-images of death.


	4. Chapter 4

**Chapter 4**

**Chapter Warnings**: Genderbending, yaoi, lots of talking about death

**Disclaimer**: Hetalia belongs to Himaruya Hidekaz, Madoka Magica to Magica Quartet

**AN**: Thanks to Cho for reading this over. This was a very sad chapter to write, because of dealing with the aftermath of Eli's death. Lili in particular caused me some trouble, so I'm sorry it's so late. .

Feliciano didn't return to the meeting. Nor did she undo her transformation, although the spear had long since vanished in a swirl of blue magic. She felt numb, not even feeling the grief seed she was clutching so tightly the spike dug into her palm, causing it to bleed. Matthew had attempted to speak with her after they left Vash's house, but had fallen silent after just a couple of words. Neither of them had really wanted to talk, and so they had gone their separate ways. Feliciano knew for a fact that there was no way Matthew had gone back to the meeting either. If the blonde boy was feeling even a fraction of what she was currently too numb to feel, he was going to want to be alone and away from everyone else.

Feliciano had made her way onto the rooftops, easier to wander unnoticed in her transformed state. Soon darkness had begun to fall around the city, and still the tight knot of feelings in her chest was refusing to unravel, keeping the pain tightly coiled up and away from her heart. In a sudden movement, Feliciano allowed herself to plummet back to the ground, saving herself and landing in a crouch at just the last second.

She could have died from that.

Elizabeta had died from something far worse.

Elizabeta had died.

Elizabeta was dead.

The knot was suddenly torn free and Feliciano pitched forward, wailing loudly as she pounded her fists against the ground. Why hadn't she been there sooner? Why hadn't she made her excuses faster? If she hadn't taken so damn long, Elizabeta would still be alive, she was sure of it.

Another question rose in her mind, what was going to happen to Hungary without its representative? What would happen to the people? Feliciano tried to think back to when Grandpa Rome had disappeared, but found her memories fuzzy and was unable to place what had happened to him. His people had become dispersed, either becoming part of other nations, or becoming part of her and Romano. There hadn't been time for a new nation to develop, Feliciano thought listlessly. There was always an overlap between the old country and the new, as the people started to identify themselves with the new nation and left the old one to fade. Elizabeta's people would be forced to flee to other countries.

As much as she thought about it, Feliciano could feel a voice at the back of her mind; she didn't care about the Hungarians. They would live on. Elizabeta was dead. There was no coming back.

Her sobs had subsided a little, her hands raw from pounding the stony ground and tears still flowing from her eyes, but her howls had at least quietened. She slumped in the street, staring up at the cloudy but dry sky. It should be raining. That's what it always did in movies, right? The world wasn't allowed to go on spinning in the same way it always had before. Feliciano couldn't stop the tears, and wanted desperately to run to someone for help.

Ludwig. Ludwig would know what to do. Feliciano could throw herself at the German man, and know that the other would catch her, would protect her and make everything better. But she couldn't, not now. The whole reason Feliciano had become a Puella Magi was to protect Ludwig; to just go crying back to him now, to return to her old, weak self... Feliciano spread her palms open, and her glittering spear appeared in them. The white flag still fluttered at one end, blank and yielding as always. But just hours ago Feliciano had used that very flag to ensnare and destroy a monster. Her fingers ran down the silver shaft delicately, reaching the spearhead. This was her life now, she thought idly. This was the path she had chosen.

Her eyes slipped closed and she leant back against the wall. That was her path. But how was she meant to find her way back to it after today?

"Excuse me, Miss? Would you- you! It's you!" Feliciano's eyes opened at the sound of the voice, and went wide eyed as Ludwig stumbled across the road towards her, blue eyes matching his own in width, disbelief evident on his face. Feliciano automatically rubbed at her face with her palms, trying to remove the evidence of her crying. Ludwig, however, had already noticed and was crouching beside her, peering worriedly into her face. Feliciano could feel herself turn red, and tried to look away.

"What's wrong?" Ludwig asked softly, and Feliciano almost burst into fresh tears. "Please tell me." He paused, seeming to have an internal conflict before pressing on, "...you were there, weren't you? When Feliciano and I were trapped in that strange place?" Feliciano just stared at him blankly, unsure of how to answer. Ludwig's expression told her that he was already certain of his answer, and nothing she said would dissuade him.

"I...yes," she admitted in a small voice, averting her gaze from him but rubbing at her eyes again. Ludwig frowned slightly.

"Then, why did Feliciano assure me he hadn't seen anyone?" Ludwig asked, seeming to be more thinking out loud than to the girl before him. He was still crouched in what must have been an uncomfortable position, but showed no signs of standing up or leaving.

"I... I asked him not to," Feliciano said quickly, the wobble in her voice obscuring her accent slightly. "I didn't want anyone finding me, so I...asked him not to say anything," she improvised quickly. She didn't want Ludwig to be mad at her. Or rather, her as she normally was. "I've got to go..." she blurted, standing swiftly and sending the spear in her lap toppling to the ground. She bent down to grab it, only to find her own arm grabbed instead, frantically.

"No, wait!" Ludwig said, blushing, and bending to pick up the spear for her. "I'm not sure it's legal to carry this around you know..." he muttered, faintly disapproving behind the blush. "But I...before you go, I have one last question."

"Which is..." Feliciano asked, suddenly feeling very tired. _Who are you? What's your name? Can I see you again?_ Feliciano's mind supplied a dozen responses typical of meetings such as this in romantic films and plays. Hearing any one of them come from Ludwig, directed at her female self made her heart clench uncomfortably, and wish she was anywhere else.

"Have you seen Feliciano anywhere around recently?"

Amber eyes went wide with surprise, and Feliciano spun to gape at Ludwig, who stared back with steady blue eyes. "We were supposed to be in a meeting together," the german explained, "he was there, but had to leave for a moment. Only, he never came back. So I came out looking for him, I want to make sure he's ok."

Feliciano almost broke into fresh tears, a wobbly smile spread over her face. He cared. He wanted to make sure she was ok. "I haven't seen him," she said, carefully, "but at this time, he's probably back home, right? Or wherever it is you're staying?"

Ludwig looked displeased that she didn't have a better answer, but nodded his head. "I will check back at the hotel, and start searching again if he isn't there," the blonde man uttered. "Good grief, he's always making me run around after him."

Feliciano smiled a little again, before grasping Ludwig's hand in her own. "I'm certain that he would be very, very happy to hear that you care about him," she babbled, squeezing his hands tightly. "Really, really happy..." she repeated, "even if... he doesn't mean to make you run around after him...and he doesn't want to cause you trouble... I'm sure he's very thankful." she ducked her head down, trying to hide the expression on her face. Ludwig was silent, her words echoing around in his head.

Feliciano pulled her hands free quickly, moving down the alleyway. "I'm sure you'll find him soon," she smiled. "And... I'm sure we'll meet again soon too!" and with that she disappeared into the darkness, leaving a startled Ludwig behind.

Unbeknownst to both of them, the entire encounter had been viewed by a figure sitting on a tall building. Long, boot-encased legs swung precariously over its edge, and smoke-like hair billowed behind the figure. Kyubey trotted up to them, although he stopped at a reasonable distance, knowing better than to get too close to this particular Puella Magi.

"I was wondering when you would get involved," the creature admitted to the girl. "You seemed determined not to before." A sound that was almost a growl came from the figure before him, an angry snarl that confirmed Kyubey's choice to stay back.

"That was before Elizabeta died," the girl snapped at him. "I was content with just trying to pick off the witches before she got to them, reducing the danger. I had no idea a familiar was going to evolve like that!" she snarled, slamming a hand against the ledge she sat on. "I have to get involved now. I can't let Feliciano fight alone. And I won't let the boy make a contract either, no matter how much you want to."

Kyubey seemed unconcerned. "It is entirely up to Matthew whether he wishes to contract or not. His power, depending on the wish, may end up being far greater than anything I can measure." The white, cat-like creature paused for a second, before continuing. "His becoming a Puella Magi would certainly make your job easier you know."

"Even so..." the girl muttered angrily, standing up and tying a mask across her face, obscuring her eyes. "I refuse to let you contract with anyone else. I won't let you subject anyone else, human or nation, to this life." And with that she disappeared from the building, and into the night.

"That being said... I'm unsure of whether he will still desire to contract after what he witnessed today." Kyubey let out what might have been a sigh. "Such a waste of talent." The small creature turned back the way it had come, bounding off into the darkness. "Then again, there are many others who may wish to make contracts. And you," he addressed the girl who was long gone, "can't save them all."

Lili hadn't moved from her spot on the floor for what seemed like an eternity in itself. Her mind couldn't comprehend what had happened, and its implications. Her brother had been injured. Elizabeta had died. And that girl - who was that girl anyway? Lili knew she was familiar. Why hadn't she shown up earlier and saved Elizabeta? Watching her defeat the monster had been such a relief at the time, knowing that the danger was over... but at what cost? Had the girl deliberately let Elizabeta die?

Lili tried to distance herself from such thoughts, hurrying around the house to find medical equipment to deal with both Vash's injured arm and his head. She located the box quickly, hurrying back to her brother's side. There was no way she was going to be able to move Vash from the floor, he was too big and heavy for her to manage alone, and she didn't want to call for help from anyone. She made the best job of it that she could, focusing intently as she checked his head where it had been hit, relieved to only find a bump and no signs of concussion. She then moved on to cleaning and bandaging his arm, sighing in relief as she found it not as deep as she had first feared. The amount of blood had been disproportionate to the wound.

But still... she thought, tears pricking at her eyes as she ran cool fingers over the red, raw skin, it was her fault that he had been injured at all. If she hadn't immediately called for help, and made Vash come running as she knew he would, he could have stayed safe. She may have still been trapped, but her precious brother wouldn't have been injured, and she would have still been saved. Yet even then... Elizabeta still would have died protecting her. She was useless, Lili suddenly realised, the tears dripping from her eyes. She just sat back and expected to be rescued and looked after, allowing people to be hurt and killed for her. She was a terrible person.

It was as these thoughts filled her mind that Vash started to stir, his sister's tears dripping onto his face.

"Lili...?" he questioned blearily, wincing as he felt pain in both his head and his arm. "Lili, are you ok?

"... Hm? Oh, I... um... I was just... worried about you, big brother..." Lili stuttered, jolted out of her thoughts by the sound of vash's voice. Her crying suddenly increased, and she threw her arms about the other blonde joyfully. "I was so worried about you brother!" she cried. Vash could do nothing but pat her gingerly on the back, wincing again as he moved too suddenly, his head giving an unpleasant twinge.

"What happened?" he asked, blinking at the window, shocked to see it was already night. Wait, what time is it? What happened about the meeting?"

"I don't know, I've been here with you all day..." Lili said nervously, fluttering around Vash a little as he pushed himself up, resolutely ignoring the pain in his head and arm. "Brother, you shouldn't move around so much, you're hurt..."

"You were calling for help," Vash suddenly exclaimed, glancing over to her with sharp eyes. I came in here because I heard you call out. What happened?"

Lili faltered, her hands dropping down and disappearing in the folds of her dress. "I... uhh... nothing happened, big brother," she lied, desperately. She didn't want to have to explain what had happened to him. If he didn't remember then it was better, at least she would be the only one who had to remember the experience. She had to at least protect him in this very small way.

"No, Lili, I definitely heard you call out!" Vash protested angrily. "You have to tell me what's wrong," he continued, reaching out to her with one hand. "How am I supposed to protect you if-"

"Nothing is wrong big brother!" Lili cried out loudly, jumping to her feet and running from the room, muffling her sobs as best she could as she ran. She didn't stop until she reached the gardens, find a secluded spot between the side of the house and the wall that surrounded it. She barely noticed that it had started raining, the sudden shower plastering her hair against her head, and leaving her dress heavy and plastered to her skin.

She sobbed into her arms, curling up as tightly as she could. She had made so many mistakes, so many wrong turns in just a single day, and it had brought her whole world crumbling down. People had suffered and died because of her mistakes, and she couldn't stand it.

"I have to do something..." she whispered through her sobs. "But what can I do?"

"You could become a Puella Magi!"

Lili sat up at the sound of another voice, glancing around anxiously for its source. "H-Hello...?" she called out, nervously, as she wiped her tears away. "Who's there?!"

From behind a rose bush Kyubey's head emerged, followed by the rest of his body. He bounded forward, coming to sit just before Liechtenstein. The young girl stared at him, already too desensitized from the events of the day to even be bothered by the strange appearance of the creature before her. "Who are you?" she asked quietly, shyly. "What are you doing here?"

"My name is Kyubey!" he told her. "I'm here to explain to you what happened earlier today, if you wish for an explanation."

Lili's eyes widened before filling with tears again. It seemed far too raw, too painful, to talk about it. But... there was something she had to know. "That... that girl... the one who defeated the monster..." she started slowly, "Why... why didn't she save Elizabeta? Why didn't she come sooner?"

Kyubey sighed, sounding regretful. "Those who fight witches like the one you saw today are known as Puella Magi. They rarely work together, and the rewards for defeating witches are so great that... they often fight over territory, and will even allow others to be killed if it gives them the advantage in the area."

Lili bit back her gasp, she had been right! That girl had let Elizabeta die, how could she!

"It's a shame," Kyubey said sadly. "If only I had been there, you might have been able to do something to change her fate."

"M...me?" Lili asked hesitantly, sure she had misheard the creature. "What could I have done?"

"Those girls become Puella Magi by making contracts with me," Kyubey explained. "I grant them one wish, and in exchange they fight witches, the spreaders of hatred and misfortune. Had I been there, and had you contracted with me, you would have been able to defeat the witch before it became so powerful."

Lili's heart plummetted. It was too late, she despaired. Hungary was already dead. But... the thought suddenly dawned on her. There must be more witches out there. More people suffering and dying because of them.

"Is... is it too late?" she asked Kyubey, hope growing in her eyes. "Could I... still make a contract?" she asked, more desperately. Kyubey stared at her, silently, and Lili's heart sank as the silence stretched on. Until, suddenly...

"Of course it's not! I would still be more than happy to form a contract with you!" the creature declared, leaning forward towards the girl. "So, Lili Zwingli, declare the wish that will make your soul gem shine."

"G-give me the power to defend myself, please!" she cried out without hesitation, hands clasped as if she were in prayer. "Give me the power to fight like my brother, to fight my own battles and stop anyone else dying for my sake!"

Kyubey didn't move, but Lili let out a half-gasp as a golden light started to shine from her chest, the spherical gem appearing from her chest and filling the garden with its beautiful glow.

"The contract has been formed," Kyubey stated, wandering away as Lili slumped forward, the light being extinguished as she clutched the gem to her chest, breathing heavily. "I look forward to seeing you at work, Lili Zwingli."

Lili found herself unable to reply, having to slow down and catch her breath after what she had just experienced. Carefully, slowly, she uncurled her hand from her chest, to observe the still glittering gem in her hand. Its golden colour was warming, and it was decorated with beautiful diamond patterns. Lili smiled as she ran a finger along the engravings, clutching it back to her chest. A shining stone for the Shining Stone.

Anon review replies I should I responded to ages ago, my apologies:

Erin: You are PRUSSIAN! I love magical girls and your summary sounded interesting, I've been weary of cross gender transformations because of previous fics but you have met and EXCEEDED those expectations! You deserve an award! *gives panda* enjoy! Also, here's a free pass for a day with your favorite Hetalia character *gives ticket*

My response: YOU ARE MY FAVOURITE NON-LOGGED IN PERSON SO FAR. I wanted to reply to this back in Chapter 2 but it somehow escaped my memory. I have never been called Prussian before, and I am highly flattered you think I am. And that you like my fic so much! Many thanks for the panda, and me and Gilbert had a lovely day at the amusement park. XD

Alice Wulsteir: 0_0 what have i just read? is this based on another anime besides hetalia...? cuz if it isn't im going to be slightly disturbed about this tonight...

My response:

You can see clearly in the disclaimer that there's another anime involved. :'D

Guest: oh noes! is eliza MAMI? FKKKKKKKKK

My response:

Well, I'm assuming chapter 3 answered this, yes. Yes she is. Apologies. :'3

Happy Life:You are a sicko my freind. This is the one magical girls show I will regret watching forever, how can you like it? First I read the last chapters and thought it was gonna be cute. Then I watched the show and whent WTF. Im sorry, but that is my opinion on the up side, its well writen and puts Puella's choppy episodes to shame.

My response:

I don't believe liking an anime you don't makes me a sicko. I enjoyed Madoka Magica because I it was interesting seeing the darker side of the magical girl genre. I enjoy stories like this where things are dark and happily ever after doesn't have to be perfect. But, whatever you like. Thanks very much for saying my story's well written. XD

georgia:meh nnoooo. seriously did you have follow the story exactly. why!

My response:

Because although tragic, it is an excellent story. And I'm not *exactly* following the plot. The hetalia character have made it impossible to do that. ^^;


	5. Chapter 5

**Chapter 5**

**Chapter** **Warnings**: Genderbending, yaoi, violence, possible OOC.

**Disclaimer**: Hetalia belongs to Himaruya Hidekaz, Madoka Magica to Magica Quartet

**AN**: No beta this time...orz so I apologise for mistakes. (':

Matthew sat, curled in a ball on his bed in the hotel. Alfred and Arthur had come by a little earlier and knocked on his door, but he had kept it firmly locked, not wanting to speak to anyone. Like Lili and Feliciano, all that he could even think about was Elizabeta's end, the smoky form of the witch rising up behind his eyelids every time he closed them. Tears leaked out despite themselves, but unlike Feliciano, Matthew cried silently. Kumajiro had crawled onto the bed with him, finally paying his owner attention again now that Kyubey had decided to wander elsewhere. Matthew stroked the bear's head absently, his thoughts drifting back.

_He was stumbling away from the house and from Feliciano, staring blankly ahead as if shell-shocked. Kyubey followed behind him at a small distance, and seemed to be observing him. Even through his daze, Matthew felt a chill at the red, unblinking eyes focused on him._

"_...You promised Elizabeta before her death that you would become a Puella Magi. Do you intend to keep that promise?" Kyubey asked, and Matthew came to a juddering halt, his shoulders shaking._

"_I should..." Matthew had muttered, thumping down painfully onto a nearby bench. "I should do it, for her, but..." he paused a moment, swallowing awkwardly, "I can't. I just can't do that. I...my people, I can't risk what would happen to them if I became a Puella Magi and died. It's too dangerous and... I'm scared," he finally admitted openly, the first prick of tears coming, "There's no way I can do what she did. I wish I could be that brave...but I'm not." he finished, the feeling of self-disgust rising in his chest as he made his excuses._

"_Well, I can't force you," Kyubey told him with a sigh. "This will be goodbye for us," the creature turned to walk away from Canada, glancing back at him. "Goodbye Matthew Williams. If you ever change your mind, and wish to contract, I will find you again."_

_Matthew said nothing as he watched Kyubey leave._

And that had been it, Matthew thought sullenly, clutching the still silent Kumajiro to him. Kyubey had gone, and Matthew had been left here, powerless. It was painful, being in the world without Elizabeta. It would take everyone a while to notice that she was missing; their first sign would be the sudden decline of her country and its people. What was it going to be like, Matthew wondered, watching the other nations panic, not knowing where Elizabeta had gone and why her people were suffering so when Feliciano and himself knew the full story but couldn't say a single thing?

Matthew could feel restlessness rising in his body and he slid off of the bed, stuffing his feet back into sneakers and picking Kumajiro up to wander out of his hotel room. He had no fixed destination in mind, only knowing that he wanted to get far away from everything. He wandered into the quiet streets of the town, meandering down several darker alleyways, paying no attention to his surroundings. No attention, that is, until he heard a sudden loud clatter and jumped, clutching Kumajiro tighter. The bear let out a growl. At first Matthew thought that it was in protest to being squeezed but even after he had loosened his grip, the bear continued to growl, looking defensive.

"What is it, Kumajiro?" Matthew whispered, fear clouding his tone as he glanced around. "What's going on?"

Suddenly he could hear the low cackle of a female voice and he felt his heart clench. The alleyway seemed to be getting darker and darker as the distorted voice grew louder and louder. Matthew let out a frightened cry, trying to run from the alleyway, only to be to be stopped by a rip in the air before him, strange fish-like creatures pouring out. Amongst them were what looked like mannequin-esque mermaid figures, which latched onto his arms, forcing him to drop a still growling Kumajiro.

"No... Stop it-" he started, struggling against the familiars (because what else could they be?) "Stop it!" he cried out before they tugging on his body harshly, and he felt himself forcibly dragged into the barrier.

It was like being underwater, as Matthew fell sluggishly through thick air, surrounded by swirling patterns of bubbles, and what might have been spiral shaped pillars of wet looking sand. The fish-familiar sped around him, infinitely more capable at navigating the treacle thick atmosphere than the helpless nation was, still tumbling down and feeling the oppression from every side. The echoing laughter as louder now, and Matthew tried twisting his head in vain, looking for its source.

Suddenly two mermaid familiars appeared before him, carrying something before them. It almost resembled a TV screen, with long, bunches of hair extending from either side. There were flickering images on the screen, between the silhouette of a girl with bunches and, to his horror, images of Elizabeta. As if triggered by this recognition, what must have been a dozen more flickering images appeared around him, as if drawn straight from his own mind, of Elizabeta and the events leading to her death. Matthew's heart clenched, and his struggling abruptly stopped as he stared at the screens, unable to look away.

'Is this punishment...?' he wondered feebly, allowing himself to be dragged deeper and deeper. 'Is this...because I didn't save her? Because I didn't contract?' His eyes were flickering shut, and the familiars abruptly started to bombard him, butting and tugging at his body. In his distorted state of mind, Matthew could swear they were ripping his body apart at the seams.

But suddenly, just as it felt like this was the end and they were truly going to pull him limb from limb, there was an explosion of light from above him, slamming into a mermaid familiar and sending the others scattering. Matthew let out a choked gasp and suddenly, as the fog from his mind lifted, his was suddenly able to control his limbs with ease again, twisting himself upright and moving through the water-air effortlessly. He blinked ahead, as the flutter of golden-yellow fabric caught his gaze, and he stared in amazement at the tiny figure before him, clutching a musket in each hand.

"What the-" he started, but the girl barely glanced at him, instead leaping upwards towards the witch, which was emitting a high-pitched, static sounding cry. The golden Puella Magi spun, and suddenly she was surrounded by the elegant guns, poised perfectly in mid air around her. With a single flick of her fingers they were suddenly set off, golden burst of light filling the air and twisting around to hit the witch dead centre. The screen cracked, the mermaid familiars that had been cradling it fleeing and allowing the witch to plummet down to the ground, where it smashed at the bottom. Matthew felt himself tumbling down as well, letting out a cry when he felt his wrist gripped by a firm yet gentle hand.

His gaze snapped up to meet the determined eyes of one Lili Zwingli.

"You," he gasped, as he feet landed on the ground, the barrier swirling out of existence around them. "L-Liechtenstein, what have you done?" The girl stood before him, in what could only be the clothing of a Puella Magi. A dress with short, puffy sleeves and a billowy skirt that reached her knees, held out by layer and layers of ruffles underneath, cut into a petal like shape at the edge. A straight edged dark brown bodice enclosed her waist, and showed of her sharp edged, delicate collarbone. There was a yellow ribbon tied around her neck, the same colour as the dress, and there was a darker gold pattern of diamonds around the edge of the skirt, matching perfectly the diamond shaped soul gem with was placed delicately at the edge of the bodice.

Lili's determined expression abruptly melted into her much more recognisable gentle one, and she didn't let go of his hand. "I became a Puella magi," she told him, firmly. "After what happened...before..." pain clouded their face, and Matthew's expression became miserable, "After that-that other girl let Elizabeta die like that, I knew I had to do something!" Lili exclaimed, taking his hand encouragingly in hers. "Kyubey explained everything to me...how the Puella Magi fight, how selfish they are and how they will gladly sacrifice each other...so I decided I must become one, and change the way they are." the determination returned to her eyes. "I will become a Puella Magi that fights for the right reasons. I will never allow another to be hurt or die in my place!"

Matthew's expression had slowly turned to one of horror throughout her speech. Kyubey had said- had done what? Lili had completely the wrong idea! She thought that Feliciano had-that he'd...it was an unthinkable thought, Matthew realised. The mere idea that Feliciano would _allow_ such a thing to happen to Elizabeta, that he would...even _consider_ such an idea, was...

A sudden nudging against his leg brought him back from his thoughts, and he looked down to find Kumajiro looking up at him, a paw pressed against his leg as if to check he was ok. Matthew bent to pick up the bear, glad so a momentary distraction. Lili watched him do so, and smiled at the sight of owner and pet. "Well," she said softly, turning away, "You probably need to be getting back. I need to go and look for more-" she was suddenly cut across, but the sound of a new arrival,

"Matt! I felt the presence of a witch so I- _you?"_ Feliciano stopped dead in her tracks, staring in wide-eyed shock at Lili, just as Matthew had done moment before. However, completely unlike the kind, caring attention Matthew had received from Lili, the girl's face turned angry at the sight of the white clad Puella Magi, and she turned to face the newcomer squarely, challenge obvious in her eyes.

"Hello again," she said bitterly. "Were you hoping that I would have died fighting that which? So you could get yourself another grief seed?" Feliciano's mouth opened and closed soundlessly a couple of times. Lili made an unimpressed noise, striding out off the alleyway past her with an air that neither of the other nations had ever felt from her before, and disappearing into the night. What had happened to that sweet girl? Matthew wondered. Was all this, all that change in her just from making a contract? He felt sick relief that he himself had not contracted stirring for a moment, before he squashed it down with shame.

Feliciano was still staring after the blonde girl, her mind still trying to comprehend what she had just seen, and what had been said. De-transforming numbly, Feliciano turned to Matthew. "Are...are you ok?" he asked, reaching out a hand to place comfortingly on the northern nation's arm.

"I-yes. I'm fine," Matthew reassured him, although his white face said otherwise. "We better get back to the hotel," he mumbled and Feliciano nodded tiredly.

"Agreed. But we have to talk about this in the morning, ok? Way too much has happened and I can't understand it. You have to explain to me what just happened." Feliciano said firmly. Matthew nodded his agreement.

"I will."

Morning came far too fast. The nations were forced to sit through a meeting, and Elizabeta's absence didn't go unnoticed. Feliciano gazed around the table, hoping nothing in his expression gave him away. He knew he should say something, but, how to explain? Would he be forced to reveal everything about Kyubey and about Puella Magi? He couldn't do that! Matthew was staying silent from his space at the table, so Feliciano assumed he had come to the same conclusion. Secrecy was their only option.

Lili was not present at the meeting but Vash was, however the Swiss nation did not, and could not it seemed explain the events that had transpired at his house the day before. Thanks to his confusion and Lili's silence, the event was brushed over swiftly and instead focused on the Elizabeta. The meeting was eventually ended early, the nations dispersing to search for the missing nation. From what they could gather from Ludwig's irritated yelling, Gilbert had disappeared even before the end of the meeting, causing his brother to look for him in a panicked way. Not surprising, if one nation had disappeared then who knew what was next. Matthew and Feliciano subtly brushed off other's offers to search with them, quietly meeting outside the conference building and wandering away to talk.

Feliciano's face was terrible to look at when Matthew explained to him what had happened the night before and what Lili had said to him.

"But I...I would never-!" the Italian had started to say, but surprised tears stopped him from continuing, and he rubbed at them roughly. "How could she think I'd do that?" he whispered, horrified, and Matthew found himself placing a comforting hand on Feliciano's arm, just as the other had done for him before.

"I don't think...she realised it was you," Matthew suggested slowly, and Feliciano glanced up at him.

"What do you mean?"

"I mean, well, Germany doesn't recognise you as a Puella Magi, does he?" Matthew reminded him. "Even though you spoke to him face to face last night, he still didn't realise it. I doubt I would have recognised you if it weren't for actually seeing you transform that day. So Liechtenstein probably has no idea that the Puella Magi who, to her understanding, let Elizabeta die is the same person as Feliciano Vargas, representation of Northern Italy." Matthew concluded neatly, staring at the ground. When he only got silence as a response, he glanced up to find Feliciano looking at him with a certain amount of surprise.

"You're really clever, aren't you?" he said, and Matthew blushed slightly, eyes going straight back down to stare at his feet.

"Oh no, I'm not...really..." he mumbled, but Feliciano pressed forward eagerly.

"No, you really are! Or if not clever than a logical thinker, and you're always very sensible and think important decisions through carefully." Feliciano let out a sigh. "I wish I was more like that. Ludwig would probably like me a lot more if I- Matthew? Matt? What's wrong?"

At Feliciano's words, tears had started to drip down Matthew's cheeks, as he stared into the distance in shock. Feliciano wished he were like Matthew? He had expressed his admiration of Matthew's abilities? Searching through his long stretch of memories, he couldn't recall anyone expressing genuine delight and being impressed by what he could do.

"_I have no defining features, and I am constantly overshadowed by nations who are special, with their own unique features and characteristics..."_

"_If I was able to do something like that, if I could do something as incredible as you can..."_

"_Everything I want would already be fulfilled!"_

His words to Elizabeta spun around his head and his face scrunched up in desperate confusion. Had he been wrong, all this time, he wondered. Did he already have everything he could need? If that was so, why did he still feel so empty and looked over? Ever since becoming involved in the whole matter of magic and contracts Matthew felt like his entire world had been spun on its head and shaken until he was left more dazed and confused than he had ever been before.

"I'm sorry...Feliciano...I'm going to head back to the hotel," he told the confused Italian, hurrying away before the other could say another world.

He walked as quickly as he could, finding the open streets as quickly as possible. The memories of the witches from the night before were still fresh in his mind, and he did not want a repeat performance. He didn't know what he would have done had Lili not showed up. Speaking of Lili...Matthew's mouth opened slightly in surprise as he spotted the little nation walking swiftly across the other side of the road, Kyubey of all people hot on her heels. She must be witch hunting, Matthew realised. Despite the feelings he had had just seconds before about bumping into witches, he grit his teeth and forced himself to cross the road, heading straight for the Germanic nation. He couldn't just let her go alone.

"L-Lichtenstein," he called out, and the other blonde turned around to face him in surprise, her face relaxing into her customary almost smile when she saw who it was.

"Hello Canada," she greeted, bobbing at him. Matthew glanced down to see her golden soul gem clutched in her hands; he was right about the witch hunting. "Can I help you with something?" the girl asked politely.

"I...yes," Matthew replied quietly. "Are you...hunting witches right now?"

Lili looked slightly surprised but then nodded slowly, turning her head to the side slightly. "Of course I am. I need to keep this place safe."

"May I come with you?" Matthew asked tentatively, ignoring the twisting feeling in his gut at the thought of encountering another witch. Kyubey, who had been observing the two for a moment, suddenly bounded forward to climb up and perch on Matthew's shoulder. Matthew suddenly wished he had Kumajiro with him.

"It would be a good idea to take him along Lili," Kyubey said suddenly. "Whilst he may not be a Puella Magi, he still has experience from working with Elizabeta, and may be able to guide you and give support."

Lili considered Kyubey's words careful and, after looking into Matthew's earnest face again, gave a nod, a small smile also spreading across her face.

"Thank you very much, Canada," she said softly. "I have to admit...it will be a lot easier to go searching for witches, knowing that there is someone else there, supporting me." She grabbed his hand gently, and the two nations continued their way along the street, Lili checking her soul gem every few steps. Suddenly golden light flared out from it and Lili stiffened, before taking another step forward. Unlike how Elizabeta had always seemed to slice her way into a witch's barrier, Lili's soul gem almost seemed to peel back reality; everything the light touched melting away to reveal the barrier beneath.

"Here I go!" she said determinedly, and there was another flash surrounding her, fading to reveal her in the silky yellow dress again. She spread her skirts, as if curtsying, and Matthew watched gob smacked as muskets fell from the folds. Elizabeta had never done anything like that. He jumped on the spot as a laughing sound suddenly rang out, and what looked like a paint splatter with a face sped past, scattering droplets of paint as it went.

"There it is!" Kyubey exclaimed from his perch on Matthew's shoulder. "It's only a familiar, but still be careful!"

Lili gave a nod, and gripped two muskets, sending off a rapid fire of shots at the familiar, before abandoning the guns and moving onto freshly loaded weapons until none remained. The familiar grew scared and erratic as the blasts shot past it, several hitting the mark and grazing the creature. However, it seemed angered and Matthew watched horrified, as it suddenly seemed to swell in size, long arms growing out from its body looking like they'd been scribbled in with pencil. It launched itself at Lili, who groped for another musket to shoot at it with.

Before she had a chance to defend herself however, a blurred shape shot past, and Lili just made out a white high-heeled boot making contact with the familiar's face, the newcomer kicking the familiar away.

Kyubey said nothing as the blondes observed the newcomer in shock. She was a Puella Magi; that much was obvious, with white boots that reached her upper thighs, and a short black miniskirt. Platinum hair spilt down her back, almost floating in the air. As they looked for her features however, they found they could only really see her full lips, the rest of her face obscured by a mask, made out of a silky piece of fabric that tied behind her head in an intricate knot.

"Who-who are you?" Lili cried out, her green eyes wide with shock. The Puella Magi barely spared her a glance; instead leaping forward to lash out with two intricately designed rapiers, slicing through and killing the familiar with ease.

Lili looked stunned for just a moment, but then her face hardened into an expression Matthew found more frightening on Lili's normally sweet face than he had found the familiar just seconds ago.

"What did you do that for?!" she yelled, gripping a new musket tightly, finger hovering dangerously near the trigger. Matthew fought down the urge to grab the gun away from her. The fair-haired Puella Magi said nothing to indicate she had heard, but slowly turned to face them. Matthew could see Lili trembling slightly, although without seeing her expression he couldn't say if it was fear or rage. The Puella Magi seemed to appraise them for a second before she span on her heel and walked down the alley away from them as the barrier faded.

"H-Hey!" Lili cried out, and before Matthew could do anything, had taken aim and fired. What neither of them expected however, was for the platinum haired stranger to spin around at lightning speed, bringing up a sword to miraculously deflect the blast. The girl leapt forward and before anyone could speak, she had her sword only centimetres away from Lili's ribbon-wrapped neck. The blonde girl barely breathed, staring down at the sword in shocked fright.

"That," said the stranger slowly, a familiar accent running through her words; "is not a very nice thing to do to someone who just saved you." She drew the sword back, allowing Lili to relax herself from the rigid position she had been forced into. Lili stared at the Puella Magi incredulously, before her expression hardened.

"You...you just wanted to defeat the familiar for yourself!" she said fiercely, clutching her gun even tighter. "Sorry to disappoint you, but there's no grief seed here to collect! You wasted your time."

The stranger let out a bark of laughter, the harshness of the noise making both blonde recoil. "You think I don't know that? Believe you me, I've been doing this a hell of a lot longer than you, and I know what does and what doesn't produce a grief seed." The stranger's teeth grit slightly as she spoke, and Matthew noticed with growing panic how the grip on her sword tightened. "You're just a rookie. Go home, and leave the witch fighting to the veterans."

Lili didn't believe the Puella Magi. The girl's words didn't make sense at first, based on what Kyubey had told her, but with her final words it all made sense. Shaking her head, she took aim with her musket again. "You're lying," she said firmly. "All you Puella Magi only want the same thing, to gather the grief seeds for yourself no matter what the cost to others. I won't fall for your lies!" she darted forward, shooting again at the girl. In a whirl of pale hair the masked girl flipped into the air, avoiding Lili's shot. Matthew let out a yell as a kind of shield suddenly formed between him and the battle that had begun. It shone silver and seemed to be made up of the same swirling metal as the hand guard on the newcomer's sword.

"I don't want to fight you," the newcomer said quickly, waving her hands to create a second shield to defend for Lili's second onslaught of attacking. "But if you refuse to listen to me, I will have no choice but to fight!"

Lili didn't reply, instead spinning her musket around so she gripped it by the head, slamming the handle end towards the girl to try and injure her. The masked girl simply defended with her sword, and pushed with enough force to send the tiny Lili flying.

"This is wrong!" Matthew cried out from behind the shield, aghast. "Lili has no idea about what's really going on, I need to make her stop and understand!"

"It's impossible for you to get between their battle." Kyubey commented, observing the vicious fighting before them. "You would be ripped apart. And in any case...a human has no right to judge the actions of a Puella Magi. However, if you did wish to stop them..."

The breath caught in Matthew's throat. He could contract. Right now, he could, and if he did then...

"I..." he started, quietly, then "I...!"

"Stop it!" a sudden fourth voice interjected, and Matthew's eye shot upwards as Feliciano plummeted down from the skies, fully transformed and landing so her spear was firmly between the platinum haired Puella Magi and Lili, preventing them from getting close to each other. "What's happening?" Feliciano asked sharply, trying to keep the fear out of her voice. Despite the stressed lines in her face, the white-clad Puella Magi stood tall and proud, a perfect, elegant peacekeeper, preventing the warring girls from causing each other anymore damage.

"You...!" Lili gasped at the sight of her, even more confusion filling her eyes.

The sword wielding Puella Magi just swore under her breath, and before anyone could stop her, had leapt away over the rooftops. The shield that had been keeping Matthew out dissolved, and the boy rushed forward. Feliciano's spear had also lowered, as she stared after the retreated Puella Magi.

"What...just happened...?" she asked faintly, and Matthew sighed.

"Looks like I have even more explaining to do for you," he said ruefully. Lili just looked between them, startled and confused, before she abruptly jumped to her feet and ran from the alleyway, Kyubey following her. Feliciano's mouth opened, about to call out to her, when Matthew grabbed her shoulder to stop her.

"Leave it," he said, tired. "I don't think she'll believe anything we say now."

Feliciano made an unhappy noise at the back of her throat, staring sorrowfully after the small girl. It seemed Elizabeta's death had sparked a chain of events now, and Feliciano wasn't sure quite how or when things had tumbled quite so far out of control.


	6. Chapter 6

**Chapter 6**

**Chapter Warnings:** Genderbending, yaoi, violence, possible OOC, dualism (?)

**Disclaimer:** Hetalia belongs to Himaruya Hidekaz, Madoka Magica to Magica Quartet

**AN:** Thanks to Cho for looking over this, and picking up on a few mistakes. Hope you enjoy! The first secret of the Puella Magi will be revealed within this chapter, and we finally discover the identity of the mystery Puella magi!

Lili was pacing nervously in her room, chewing at her lower lip anxiously. She couldn't get the silver haired Puella Magi from before out of her mind. Kyubey was sat on her bed, watching as she walked up and down the length of the room, pivoting so sharply on her heel as she reached each end. It had already been a couple of weeks, of searching and fighting. She only had one grief seed at the moment, always preoccupied with making sure she finished off any familiars she found at the same time. Matthew had come with her several times. She liked Matthew, he was soft spoken and sweet to be with, and was always concerned for her. But...she had also seen him with the white Puella Magi.

Was she unable to trust even Matthew? she wondered desperately. Her soul gem pulsed, a little darkly, in tune with her mood. She really should clean it, Lili mused distractedly, but she didn't want to use up her only grief seed.

Shaking her head to try and dispel the dark thoughts that had gathered, Lili hurried down the stairs of the house, heading for the front door. She was already late leaving tonight, and Matthew had offered to come with her. As wary as she was that he was...close to the white Puella Magi, she was still grateful for his company. As she rushed towards the door however, she was stopped in her tracks by the sound of a throat being cleared to her left. Looking over, she saw Vash leaning against the doorway to the sitting room, stern expression firmly in place on his face.

"Brother," Lili greeted cautiously, guiltily. She had been sneaking out for so long every evening she had barely seen her brother. And thanks to her worrying about the other Puella Magi, she hadn't even been spending time with him whilst she was at home.

"Where have you been going?" Vash asked without any greeting, tone stern and demanding. Lili's hands trembled a little as she gripped the fabric of her skirt slightly, suddenly very self conscious of the soul gem she had hidden away in a pocket.

"I...I don't know what you mean..." she started to say, but Vash cut across her with an impatient sigh.

"Oh come on Lili, do you honestly expect that to work? You've been acting strangely and disappearing all the time ever since the meeting!" Vash's eyes suddenly softened, and Lili could read the worry in his expression as he came over to her and pulled her into a hug. "Don't you think I worry? There's still no news about Hungary's disappearance. And now you keep disappearing, and you won't tell me anything. I don't want you to suddenly disappear too!"

Lili opened her mouth to reply, but found herself unable to. Instead she brought her own arms up to hug Vash tightly, his grip tightening as she did so.

"I'm so sorry I've been worrying you," she mumbled against his shoulder, face buried against his shirt. "I never meant to worry you. But...but brother, there is something I must do, something important. I promise I'll be careful, but this isn't something you can help me with," she told him sorrowfully, tears pricking at her eyes ever so slightly. Vash let go of her, holding her by the shoulders at arm's length, peering into her face as though he could read the truth there.

"...Are you sure you'll be safe?" he asked finally and Lili, hardly daring to believe her luck, nodded quickly. "And...And you'll be back by midnight if I ask you to, right?" Vash continued and Lili only paused a moment before nodding again. She wanted to hunt witches for as long as she could, but she did also want Vash to be happy. If this was the way to find a compromise, she'd have to do just that. Compromise. Vash studied her face once more, before releasing her shoulders with a sigh. "You are your own nation. I can't stop you from doing anything," he sighed, opening the door for her. "Just- just make sure you're safe ok?"

"I will, I promise brother!" Lili cried out, throwing her arms around Vash once more before dashing out of the house and down the pathway. Vash watched her go, face unreadable.

Matthew was indeed already waiting by the time Lili arrived, panting slightly after running most of the way. The hoodie-clad boy gave her a shy smile as she arrived, extracting his hands from the pocket on the front of his hoodie to grip hers in warm welcome.

"Ready to go?" Matthew asked, not even asking why she was late. Lili smiled and nodded in confirmation, pulling her soul gem out and watching it pulse in her hands. She tried hard to ignore its dimness, but didn't count on the worried frown Matthew's face creased into as soon as he saw it, his gentle hands grasping her firmly by the wrist in order to pull them forward and allow him to squint at the no-longer glowing golden soul gem.

"Lili, what is this?" he asked softly, worriedly. "Why haven't you been cleaning it?"

"I...I didn't want to waste my grief seed," Lili confessed, fingers curling around the gem, hiding it from his view. "There's been so many familiars...they...they don't take that much magic to fight individually, so I thought I could take care of a few more before finding a witch to defeat, and then…then I'd clean it?" she finished like it was a question, and realised this was a mistake as Matthew's frown deepened, grip tightening slightly.

"That's not good," he said softly, and Lili hated the look of disappointment in his eyes. "E-Elizabeta also stressed to...to me, how important it was for Puella Magi to keep their soul gems clean. Your powers just get weaker and weaker otherwise, until you won't be able to fight anymore! I don't want anything to happen to you because you didn't have enough magic to deal with it," Matthew continued, stumbling slightly over the mention of the green clad Puella Magi he had almost made a contract for.

Lili was silent, staring at the ground, fingers closed protectively around the gem. "Ok," she said softly, looking up at Matthew, "I promise I'll clean it as soon as I get home. I have enough magic for tonight, and the grief seed is at home, but I promise I'll clean it then." She offered a weak smile, which Matt returned with a relieved one.

"Thank you," he said sincerely, bringing up his hands from her wrist to clasp around hers, a second shell around her gem. "That makes me feel much better. I want you to be safe."

They continued to walk together for a few moments more, before her soul gem finally started to pulse, just outside a shop. "Ok, this is it," Lili murmured, and her eyes slipped shut, the bright light surrounding her and illuminating her features. Diamond patterns of light danced behind her eyelids and when she opened them, she was fully transformed, a gun already formed in her hand ready to aim into the darkness.

"Lili!"

Were it not, that is, for the sudden yell in the familiar voice that made the colour drain from her face, and turn her and Matthew's gaze towards the figure that was running towards them.

"Bruder?!" Lili asked, aghast, as Vash approached them, eyes wide and shocked but his expression still furious. "What are you doing here? You...you followed me?" Hurt crept into her voice.

"I had to, you were lying to me! You've never lied before..." Vash started to argue but was suddenly cut off as Lili's soul gem, now nestled against her chest, started to flash erratically, and reality warped where they stood. "The barrier is forming!" cried Matthew, and Lili leapt forward, several more muskets sliding from her skirts. Vash barely noticed his sister slipping away, his eyes wider than ever and staring at the shifting mess of colours around him.

_'What the hell is this?!'_ was all his brain could muster. Matthew watched him nervously from the corner of his eyes, half his attention on Lili as she all but danced through the air, golden trails being left behind by her guns as she set them off, ensnaring and destroying the familiars that attacked her. Soon it was over, and she dropped back down to the ground neatly as the barrier faded away. The tension didn't leave her body however, as she turned slowly to face Vash with worried and guilty eyes.

"Brother..." She started, but stopped as Vash suddenly seemed to snap back to reality and, in a few swift strides, was standing before her, face livid.

"What the hell is this?" Vash yelled, grabbing Lili by the shoulders and shaking her, enough to make her cry out. "What were those monsters? Why are you dressed like this, what is with the weapons? _Why have you been hiding all this from me_?!"

Vash's mouth was wide open, and it seemed he was getting ready to scream even more when suddenly arms grabbed him from behind, forcing him to release his sister. "Let go of her!" Matthew was yelling in his ear, "can't you see you're hurting her?!"

Vash's mind was in shambles, the psychedelic colours and misshapen images from the barrier dancing across his brain, and tugging at memories, memories of a shadowy experience lurking in the corner of his mind, making him ache. But his mind seemed to clear enough, and he found his eyes focusing finally on his sister. His shaking, sobbing, devastated sister, staring at him in shock and fear.

"Lili-" he started to speak, but stopped as he saw his sister step back from him, "Oh God, Lili, I'm so sorry, I-" he reached out to her, aiming to comfort her but she instead let out a horrified cry and fled, feet pounding against the ground as she ran. Vash struggled against Matthew's hold, but the blue eyed blonde held fast, until the sound of Lili's steps and sobs had faded, and Vash finally went lax in his hold, limbs feeling like jelly.

"She's never lied to me before..." he mumbled, and Matthew's face pinched into a sorrowful frown, and he finally released Vash onto his own two feet. The Swiss nation took a moment to straighten himself out, palmed pressed to his head as he tried to focus his thoughts. Matthew remained silent, allowing him time to gather his thoughts. Finally Vash turned to him, green eyes focused and narrowed. "Come on," he commanded, gesturing towards Matthew. "We've got to find her. And on the way, you've got to tell me everything that has been going on. Help me understand."

Matthew nodded, and the two of them set off after Lili, Matthew's voice rising as he began to explain to Vash, everything from the first day of the disastrous meeting.

Lili practically flew on her feet, sobs wrenching themselves from her mouth. Her transformation had come undone as she ran but she barely noticed, so distraught was her mind. Her brother had shaken her. He'd never laid a hand on her before, never spoken a harsh word against her...and now he'd done this. Lili's whole world was slowly crumbling, falling to pieces around her and shaking the ground she stood on until she had no idea who or what to trust.

She finally began to slow, bent over at the waist as she tried to catch her breath, fingers scraping against the stone wall as she clung to it, holding herself up. As she finally started to calm down, straightening as she caught her breath, rubbing her fingers fiercely against her eyelids to wipe away the tears, she suddenly stiffened, sensing a presence behind her. Spinning around, she found herself staring at the masked Puella Magi, leant back against a building.

"What do you want?" Lili asked sullenly, arms tightening around her body. The other magic girl was the last person she wanted to see right now.

"You shouldn't have run off," the silver haired girl told her solemnly. "Your brother only wanted to help you. You should have just gone with him and forgotten all about this life. Let him protect you."

"What, and leave you to deal with witches, and let familiars run free terrorising people?" Lili laughed contemptuously. "I don't think so. I made a promise when I became a Puella Magi- I will be different to you, and I will not give in! I owe that much to Elizabeta. She died because of people like you and I will not let it rest!" she declared, feeling her soul gem pulse under her fingers with warmth, and her heart lifted a little as she reaffirmed her goal and her beliefs. But all she got in return from the stranger was a sharp, mocking laugh.

"You have no idea about anything in this world," the girl told her, pushing off from against the wall to make her way towards Lili. Lili couldn't help but compare them. The girl before her was striking and dramatic, with long legs and long hair, her uniform tight and imposing in black and white. In comparison, Lili's pale yellow concoction of frills and puffy sleeves seemed childish and weak. It only riled her up more.

"I know enough to know that you're trouble!" she cried, whipping her soul gem out to hold it before her. The golden light beat from it faintly, black crowding in around the edges. "And I will not let you continue. Fight me," Lili challenged, "fight me right here, right now!"

To her grim excitement, she realised that she had at last elicited surprise in the elder Puella Magi, a shocked expression passing over her face as her mouth opened and closed, no noise escaping from it. Finally she composed herself, standing up tall. "Fine," she agreed, stepping forward. "We will fight. Not here, but we will. And tonight. I will show you that you do not belong in this world."

They made their way to a bridge, the silver haired girl pulling aside a blockade sign and giving a mocking bow for Lili to pass, which she did, head still held high. After placing the sign back in position, the two girls made their way to the middle of the bridge. The pounding water of the river below them added to the beating of their hearts, intensifying Lili's dealings in particular as her blood raced, fingers tightening around her gem.

Just as she was lifting it to transform however, there was a yell from behind, and she turned to see Matthew and her brother wading towards her. "Lili, what are you doing?" It was Matthew who asked this time, looking on in horror as he recognised the girl from before. "You can't be thinking of fighting her again!"

"I have to, Matthew!" she snapped back, harder than intended.

"No you don't." This time the voice came from behind the silver haired girl, who turned to see Feliciano, fully transformed and spear aimed at the masked girl's back. "Don't do this Lili," she warned, although her eyes didn't move from the stranger. "And you, don't you dare touch her." Her voice came close to a snarl as she addressed the girl she stood ready to impale. The masked girl didn't so much as flinch, her head turning minutely so she could look at Feliciano from the corner of one eye.

"She's the one who picked a fight with me," the girl said crossly. However, to everyone's surprise, she did step aside, allowing Feliciano to pass her. "But by all means, if you can subdue her yourself I won't stop you."

Feliciano's gaze remained untrusting but she stepped forward anyway, her gaze slipping to focus on Lili.

"What are you doing here?" Matthew called out to Feliciano quickly, praying he didn't let the other's name slip by accident.

"I was doing some witch hunting of my own, and saw the two of them heading here together," Feliciano explained quickly, gripping her spear tightly. "Something was obviously up, so I followed, and it's a good thing I did. I'll finish this quickly," she finished determinedly, lifting the spear to point at Lili, eyes hard. Vash's face was a picture of anger and disbelief, the anger ever growing at the sight of someone threatening his sister so easily. Lili's face was also turning furious, angry tears still trickling out of her eyes.

"You...I will not lose to you!" Lili cried shrilly, soul gem flashing as she brought it before her, ready to transform. Matthew's throat constricted in fear, but before he could do anything, before he could shout out in warning or move to stop her, Vash had dashed before her, slapping her soul gem out of her hand and sending the sparkling gem flying off the edge of the bridge and into the river. Matthew let out a horrified yell, but was more shocked by the sudden, loud curse that came from the silver haired Puella Magi, who dropped her sword and dashed to the edge of the bridge. She shoved Vash out of the way sharply, before pushing herself up onto the railings and leaping off of it and into the water. Matthew and Feliciano watched her go in confusion, the yelling coming from Lili quickly diverting their attention however.

"Brother, why did you do that?" Lili was questioning him shrilly, grabbing the front of his shirt.

"Lili, I had to, you would have fought otherwise!" he snapped back firmly, although his own mind was screaming back at him to stop treating his sister this way. He hadn't even apologised for before and here he was causing her even more pain. Lili barely seemed to notice however, as her fingers continued to clutch tightly at him.

"Of course I would have fought! Don't you understand, the other Puella Magi are evil, and I-"

Without warning, and without apparent cause, Lili's voice was suddenly halted. Vash could only stare open mouthed as his sister's face suddenly went blank, eyes wide and staring, and she slumped forward against his chest, fingers going lax.

"Lili…?" he questioned, voice wobbling minutely. "Lili, speak to me. Lili, what's happened?!" His voice rose higher and higher, panic leaking through it.

"Oh dear…" came a new voice, and everyone stared as Kyubey came forward out of the shadows, staring at Vash, who was now fully supporting his sister's lax body, sinking to his knees as he tried to cradle her body safely. "what did you do that for, Vash Zwingli? Why would you just toss away your sister like that?"

"Toss…away…" Vash echoed numbly, unable to comprehend. Feliciano hesitated for a moment, before dashing forward, transformation melting away as he did so, and bent down to press two fingers against the pulse at Lili's neck. It was a testimony to how shell-shocked Vash was that he didn't even react to the Italian's sudden transformation or change in gender.

"Kyubey…what's going on…?" Feliciano murmured, his hand starting to shake as it pressed against Lili's neck.

"Feliciano, what's wrong? What's up with Lili?" Matthew asked desperately, shrinking back as Feliciano looked at him with haunted eyes before turning back to Kyubey.

"She's dead."

It was like a hole had opened up inside them. With Feliciano's words everything drained away from within the three nations, leaving only numbness. Feliciano turned to stare at Kyubey, whose face remained mockingly blank.

"Kyubey…how can she be dead. Why is she…nothing happened! How could she have died?!" Feliciano's voice rose into a wail as he continued to speak, fingers twitching as though ready to hoot out and grab the white creature before him, to shake, to strangle, he didn't know.

"Oh no, Lili Zwingli isn't dead," Kyubey said easily, stepping forward a few steps to look up at Feliciano more easily. "That's not her, that's just her hardware. Vash threw the real Lili over the bridge just moments ago. You all saw it!"

Kyubey waited a few moments, for any kind of response from the nations. When he received none, he let out a sigh. "Why is it always like this. The creatures of this world always act this way when I tell them!"

"Tell us what?" a deadened voice asked. It was Vash, who had finally looked up from his sister's body to stare, disbelieving, at Kyubey. His fingers tightened on his sister's arm, enough to make her cry out, had she been responsive.

"When I create a contract with someone, as I did with your sister and Feliciano, it is my job to remove their soul from their body, and place it into a compact form," Kyubey explained, tone as pleasant as if he were talking about the weather. "That is, to remove the soul, and transform it into a soul gem."

"What are you saying?!" Matthew cried out, the others being unable to even move. "That you turned them into zombies? Or just into weapons?!"

"Tell me, which is better; to be able to be ripped to pieces, to be bled dry and still be able to repair it with magic so long as your soul gem is intact, or to die easily from only a few blows? I could never ask such fragile creatures to fight witches for me."

"And you think this is somehow better?" Feliciano's voice was soft, and shaking with unshed tears. "You really thought we'd _thank_ you for this?"

Kyubey sighed. "No matter what, whether human or nation, you always react this way when I tell you the truth. What's so important about your soul being in your body anyway? I don't understand it."

"We don't expect you to."

The silver haired Puella magi had returned. Dripping wet, hair plastered to her face and back and, to Vash's intense relief, holding Lili's soul gem in one hand. Feliciano and Matthew were preoccupied however as with shock, they realised the mask had come loose, and was now being clutched in one fist by the girl. Without it, her entire face was revealed. Arching eyebrows, pale skin, and eyes the colour of fresh blood.

_Silver hair, and eyes of blood._

"You!" Feliciano gasped, the truth suddenly clicking into place, "you are-!" The girl sighed, stepping forward.

"Well..." the accented voice came once again, and Matthew watched in shock as long platinum hair faded away, the dark blue coat and long blue coat melting to be replaced by a tall, lanky figure dressed in a wet tshirt and jeans. "This is not how I wanted things to go," Gilbert Beilschmidt, former representative of Prussia, stooped down, hair still dripping, to place Lili's golden gem back in between her fingers. There was no change for a few horrible moments, but light suddenly entered green eyes once more, as Lili blinked up, confused, at the faces of Feliciano, Matthew, Gilbert and her brother leaning over her.

"What...?" She murmured, confused, taking in their expressions, Feliciano and Matthew's eyes filled with moisture. "Gilbert...what are you doing here? What...what are you..." He eyes suddenly caught sight of the mask in one hand, silver soul gem in the other. "No way," she cried, sitting up and staring at him. "That...that was you? The Puella Magi?" She spun around to stare at Feliciano with the same fear filled eyes, and Feliciano realised that he too was clutching his soul gem tightly in his hand, in full view of the panicking girl. Feliciano's head starting to shake as his mouth opened and he tried to explain, but Lili covered her ears, unwilling to listen. "No, no, I don't understand! Puella Magi are evil, they fight and kill each other for their own gain, you," she stared at Feliciano, "you let Elizabeta die! Kyubey told me, you let her die, but...she was your friend! I don't understand, I don't-"

"Lili," Vash suddenly cut across her, grabbing his sister by the wrists, pulling her close, "quiet, you don't know what you're saying. You've just been through a horrible experience, you're exhausted, let's just go home. We can talk about it there."

Lili didn't reply, her eyes slipping shut and her body going limp as it all became too much. Although not actually unconscious, she was boneless as Vash scooped her up into his arms, and the gaze he shot at the remaining three nations promised that he would return for answers as soon as he was satisfied that Lili was going to recover, even as he left wordlessly.

Feliciano remained kneeling on the floor, gripping his soul gem tightly, close to his chest as he tried to absorb what had just happened. Matthew's hands clenched and unclenched. His eyes turned to Gilbert, who still stood there, face empty of all emotion.

"Right..." The once nation coughed, looking awkward. "I think I probably owe you an explanation at this point, don't I."

CHAPTER END


End file.
